Nightmares
by tmb1112
Summary: Ben, Gwen, and Max are sucked into each other's dreams by Charmcaster's sister. How will they react to each others worst fears coming alive. The summer is over and now its back to school but with Gwen's family moving next door it's trouble for all the Tennysons. R/R!
1. Chapter 1

I don't own Ben 10.

Ben sat up out of his bed and looked around the RV. No one else was there which wasn't weird considering he almost always woke up after them. Jumping out of bed he tossed on one of his black and white shirt that he had packed for the trip and his green pants. His head snapped up really fast as the door sprung open but he lowered his guard when he saw it was just his cousin Gwen. "Hey Doofus, breakfast is getting cold. You don't want to miss it this time," Ben had started to hate anyone bringing up food unless they happened to be near a restaurant which they weren't at the moment.

"What'd he make this time? Grubs? Worms? Worms and grubs?" he started cracking up at his own joke but his cousin was just staring at him with a grin on her face.

"No," she teased and turned around walking to the front seat of the Rust Bucket. _Why does she have to do that,_ Ben thought as she walked away without answering his question. "He made waffles," all annoyance left her cousins face as he sprinted out the door. "Hahaha," she started laughing as she looked out the window and saw some other people pointing at her cousin who had his pants down to his knees. It wouldn't have been so bad if he wasn't wearing Kangaroo Commando underwear.

Ben didn't care about the other people in the park around their campsite, he only cared about waffles. Sitting down he picked up the fork and knife and held the bases against the table, drooling like Wildmutt. Grandpa turned around and gave him one good look before laughing and bringing over a plate with not only waffles on it but bacon as well.

The ten year old boy looked up and quickly thanked God for his luck and started chowing down on the food in front of him. "Wow," Max Tennyson commented and then got a faked hurt look on his face, "How come you never eat my normal food like that?"

In between mouthfuls Ben mumbled, "This is _normal_ grandpa." He finished his plate and patted his stomach in happiness. Gwen stepped back out of the RV right as Ben lied back on the grass and put his arms behind his head.

"How were your waffles?" Gwen asked as she past him to grab his plate. Her chores included the dishes and after being forced to spend a day on the farm, she no longer argued about doing them.

"They were great, Dweeb." Ben said sitting up smiling. _This day is starting off awesome, maybe,_ Ben ran inside and past by his cousin almost knocking her over as he did and pulled out his Sumo Slammer MP3 player, plugging in some headphones. He didn't even seem to notice but now Gwen was glaring at him intensely and he was just ignoring it as he nodded along to his music.

"Watch where you're going Freak!" she shouted so he'd hear it over his headset. If he wasn't going to apologize for bumping into her than she was going to get mad about it.

"Don't get mad at me that you," Ben froze mid-sentence, "do you feel that?" Gwen lost her focus on Gwen and realized that the ground was shaking. Both of them ran out of the RV and looked up in the sky.

"Well at least it's not aliens," Gwen said and as she did an explosion rocked the ground and they turned to face the city they were just outside of. A plume of black smoke was rising from the center of it and Gwen moaned. _We had one week, one week left and they still aren't giving it a rest._

"Come on kids," the retired plumber shouted as he jumped into the RV and started it up.

"Yeah," Ben fist pumped. "It's hero time," _Oh god don't be Vilgax._ Ben kept a smile on his face as he got inside the RV but was secretly freaking out. Gwen pulled out her spellbook from her dresser and Grandpa pressed a button on the dashboard letting loose a panel on the ceiling that dropped one of his high tech plumber guns. _Why can't they just let me take this,_ he looked annoyed as he said, "Don't worry you guys. XLR8 can handle this before you guys even need to step out of the vehicle."

Twisting the top of his watch he slammed down hard over XLR8's symbol and transformed in a flash of green light. Into Cannonbolt. "Wow," Gwen teased for a long time as Ben groaned looking at his body. "A whole three months and you still can't work that thing."

"Shut it Dweeb," he said in his deep voice and opened the door. It was a tight fit but he managed to squeeze through and land on the street as the Rust Bucket was going a near sixty miles per hour. "Ouch," Ben shouted as he landed and rolled on the pavement before rolling purposefully into his ball and speeding past the Rust Bucket.

Watching from inside the RV, Gwen shouted to her grandpa, "Step on it. Ben's going to need our help."

Another button was pushed by the sixty year old man and little jets appeared on the back of the vehicle thrusting them forwards. Finally the source of the smoke was in sight and as usual, people were fleeing the scen fast. Approaching the building, Max saw his grandson bounce off the ceiling and slam back down hitting someone in a purple jacket.

"Charmcaster," Gwen hissed as she recognized the woman but her hiss slowly disappeared as the girl a couple years older than them flew past the RV at crazy speeds. "What the," she started but Ben flew past them as well and in the rear-view mirror she saw him slam down and create a crater in the street. _He could of at least waited for us to get out of the RV before he started beating up the bad guys._

"Why don't you just stay in prison?" Ben shouted as he punched the silver haired girl over and over again in the stomach with his burly hands. He didn't really want to hurt her but he had to incapacitate her so that the incompetent police force could take her back to the incompetent prison. While he was distracted the girl moved her hand over to her waist and unzipped her bag releasing two stone dogs.

The purplish beast flew out and knocked the boy backwards. One of them jumped up to get another hit in but Ben caught it by the throat and threw it headfirst into its teammate and they both shattered.

"Charmcaster," Gwen shouted running towards her with the spellbook in hand. "Voluta flora," Gwen shouted and Ben looked back to see what the spell did to the teenage witch.

"Ha, hahahaha," Gwen looked down confused at what she'd done wrong when she spotted a lone dandelion on the street below her. "Oh silly girl, let the pro show you how it's done." The silver haired witch raised her arms but before she could say a word she was slammed by Cannonbolt into a nearby building.

"Ben be careful," Grandpa scolded as he was escorting the civilians in the area away.

"I know I know," he grumbled back but then was hit by something he didn't see coming.

"Ben!" Gwen shouted and started running over to the steps of town hall where Ben landed. He was rubbing his head and looking around but besides Gwen he didn't see anyone.

"Looking for me?" both kids spun around and at the top of the stairs to the town hall was Charmcaster grinning ear to ear. Gwen raised her arms and a block of pavement next to her started to lift but a flash of black light crushed it. Even Charmcaster seemed a little surprised as she turned around.

"Hex," the kids said at the same time as they saw the figure approaching from the darkness.

"Think again," a shrill voice called as a girl stepped from the darkness. She had the same silver hair as Charmcaster and looked alike in every way except her hair was straight back and her cloak was black. "My name is not Hex," the person spun around in a fancy way and the other three rolled their eyes, "I am Dreamcaster." Little explosions of light popped around her and Ben mumbled as he started to spin around.

"Stay away from my grandkdis," Ben froze mid-spin and turned around to see his grandpa with a small pistol-like weapon in each of his hands. As the old man pulled the trigger both witches did cartwheels in opposite directions to avoid the laser blasts. Every blow was an inch from its target as Max moved his arms apart in different directions trying to hit them.

"Way to go grandpa," Gwen cheered on as one of the blasts hit Charmcaster and sent her careening away into a bus stop.

"I could have done that," _and I could have taken them both down by now._ Ben humphed and turned to watch Dreamcaster who was now sprinting with a wild smirk on her face. Too late did Ben realize that she wasn't running away from them. "Grandpa look out!" he shouted as the man missed three shots in a row from almost point blank and was tackled by the teenage girl.

Ben started to roll again and started speeding over to his grandpa when Dreamcaster stood up with one hand on Max's left shoulder. The man was fast asleep but his legs were holding him up. "Don't move or I'll finish this," Dreamcaster threatened in the same happy voice she'd been using the whole time and Ben stopped rolling and stood straight up. _Just got to wait for the perfect moment then, oh no,_ the watch started beeping and a flash of red light made the big yellow round monster turn back into a small child.

"Hi-ya," Gwen shouted as Dreamcaster was distracted by Ben's retransformation. She got the drop on her but Dreamcaster ducked just in time for the kick to miss her head. Gwen recovered fast spinning on her hand and dove towards her grandpa to pull him away.

"Hahahaha," the witch shouted as Gwen grabbed onto her grandpa. Almost instantaneously the girl was asleep with both arms around her grandpa's chest.

"Gwen! What did you do to them?" For the first time since Dreamcaster stepped out from the shadows her smirk was wiped off her face as she saw the look on the boy's. Without thinking he ran forward not even caring that his watch was still in the red. "Ahhhh," Ben pulled back his fist and jumped up but Dreamcaster lifted the arm she had on Grandpa's shoulder and both hostages lifted up into the air with ease. Ben couldn't stop his momentum but he pulled back his fist right as he slammed into Max's belly. _No._

Ben wasn't touching the other two but whatever the girl was doing was affecting him fast. He landed on one foot and a knee and quickly fell to the other knee. Everything was getting all fuzzy and he couldn't keep his eyelids open for more than a second but then he saw Dreamcaster drop the two of them on the floor in front of him and he growled loudly. She turned back and laughed, "No one can stay awake after I'm done with them. Enjoy your nightmares." Ben lifted one foot back on the ground and the girl stepped back, her grin disappearing slightly.

"You," he put his other foot on the ground and got himself to stand straight up even though his vision was wobbling. Now Dreamcaster was stepping backwards and stumbling. She was at a complete loss of words but Ben wasn't going to let this go. The boy started running forward as the girl fell back on her but and held up her arms. She moved her arms from her face and looked forward and almost laughed but instead just sighed in relief.

Ben hadn't been awake enough to watch where he was going and tripped over her family's bodies landing right on top of Gwen who was on top of her grandpa. Before he could even think about what happened he was out cold and into a deep slumber.

Charmcaster wobbled over and saw the three unconscious beings on the street in front of her. "Let's go," she said nodding to her sister.

The other girl smiled and skipped around, "I beat the good guys, I beat the good guys." Both of them started walking down the street and disappeared in puffs of purple and black smoke.

Ben was lying there on the street but he wasn't really there. No he had fallen into his own mind, or so he thought. "Ahhhh," he was spinning around as he fell through the darkness and then finally landed with a thump on some sort of hard wood ground.

He started rubbing his head as he stood up and looked around. Everything was black but he saw his grandpa in the darkness, "Grandpa!" he ran over and helped the old man to his feet.

"Oh my back," Max stood up slowly and looked around. "Where's Gwen?"

"Where are we?" Ben asked looking around but the darkness was fading as the last thing Dreamcaster said to him sunk in. _'Enjoy your nightmares,'_ "We have to wake up Grandpa." The old man somewhat remembered what happened and shook his head looking around but the walls and the floors, everything around them was changing. Suddenly Gwen was in front of them, "Hey Dweeb," he called out but she ignored him.

"Gwen honey," her grandpa walked over to her and rested his hands on her shoulders but they went right through. She couldn't see or hear them.

"Ben, Ben where are you? Grandpa?" Gwen looked around and saw the walls all changing as well. She was confused at what was going on but when she looked down she felt a wood floor beneath her feet and the planks were starting to appear. Looking around she saw the white walls, the windows, the door.

"Gwen we're right here," Ben shouted waving his arms in front of her face but it was to no avail. She saw right through him and Ben finally figured out where he was.

"Haha, what are we doing here?" Grandpa asked as desks appeared all over the floor and chalkboards appeared on the walls.

"Grandpa, Dreamcaster says we're going to have nightmares," he explained as Gwen looked around the room confused at where she was but no longer feeling the urge to find her cousin and grandfather.

"I'm surprised," Ben looked up to his grandpa, "I would've thought this would be your nightmare. Hahaha," the old man suddenly stopped as Ben wasn't coming up with any retorts and was just looking around.

"We have to find a way to wake up," Ben was looking around frantically but his hands went through everything he touched. Finally students and a teacher appeared in the classroom and everyone was staring at Gwen. The boy stepped back to next to his grandpa and watched as Gwen panicked. She looked around the room until she saw the one empty seat in the back of the class.

Everyone stared as she sat down before looking back up at the teacher. Ben didn't understand why but the whole class kept spinning around and giving Gwen nasty looks. He couldn't pay attention to any of that and was messing with his watch hoping to find a way out of there.

"Alright class, I'm handing back the tests from yesterday." The female teacher said and the class glanced back at Gwen and she noticed it sliding as far down into her chair as she could. "As usual I'll call out the grades: Timmy, 54. Alex, 66. Tom, 42." Ben was looking around shocked that these kids were doing as bad as he did in school. They would step out of their seats and grab their test from the teacher but on the way back they would all mouth curses at Gwen. "Sarah, 23. James, 43. Gwen," the entire class turned around as the teacher finished, "98."

"That's her nightmare, getting a ninety-eight?" Ben scoffed thinking it was ridiculous until he saw he reaction. It was of pure terror.

The teacher continued in a snarling voice, "Usually I put a big curve on this test so that everybody doesn't fail but because of Gwen you all have to retake the fourth grade. All of you except for Gwendolyn." She looked terrified as she looked around the classroom and each one of the small students stood up from their seats and started walking slowly towards the back of the room. The lady turned away and looked at the chalkboard with a noticeable grin on her face.

"Ahhh, I'm sorry, I'm sorry," she shouted as the class surrounded her. Ben ran forward through the crowd but suddenly everyone was gone. Gwen was still in front of him but now she was at her front door, a place he'd only seen on the occasional holiday. He walked in front of her and looked at her face before stumbling back. His grandpa stepped forward to look as well and they were both shocked.

If Gwen looked afraid before, now she looked absolutely horrified. She creaked open the door to her house and stepped inside slowly. The men walked in behind her and looked straight through her living room into the kitchen where both of her parents stood with their backs to the door.

"Gwendolyn Rose Tennyson," she stood straight up and if she was a cat all her hair would be on end. Ben heard the voice and there was no mistaking it, it was his Aunt Lili's. Both of the parents turned at the same time and Ben was half expecting them to be monsters and try to fight her daughter but that wasn't what she was afraid of.

No, her fears were much more irrational. Her parents walked through the opening to the living room and stared down their daughter. "The school called," Ben looked at his Uncle Frank but he looked normal except the shadows his hair casted over his eyes made it so Ben couldn't see them. Gwen gulped and started shaking.

"I can't believe Gwen is this scared of her parents, of my son!" Grandpa Max said outraged. He was red in the face and looked like he wanted to scold his son but he knew it would do nothing.

Ben started twisting his watch again and all of a sudden all the aliens started appearing on it. "The master control! I can't believe I figured it out again," Meanwhile Gwen was stumbling backwards as she looked at her parents.

They both seemed to get taller as they were talking to her and now seemed to loom over her as he father continued, "We heard about your test." Gwen stopped walking backwards and couldn't move she was so afraid.

"I-I-I tried t-t-t-to d-do," Gwen stuttered. Ben had never seen her stutter before, she was always quicker than he was at comebacks but she was so scared. He couldn't take it anymore. He looked down at his watch and slammed down not caring about which alien he got. His body burst out in muscles and he grew two more arms as he roared.

"A ninety-eight isn't good enough!" Her mother shouted not noticing the huge alien in her living room. "How could Yale even consider accepting such a worthless student," she screamed and for the first time Max caught a glimpse of their eyes. They were bright red, evil looking, and making direct eye contact with Gwen who had fallen to her knees and was now crying softly.

"Oh look at the baby, look at her cry," her father laughed and then became serious. "You think you can get away with anything but Perfection!" He slammed his foot on the ground and parts of the ceiling fell off. Ben started pounding his red fists through his uncle but nothing hit so he switched to Heatblast now able to with the master control figured out. The fire did nothing as well and he switched again to Ghostfreak as the ceiling started crumbling all around them.

He flew straight into her father's body and felt himself take control, "Gwen!" he shouted in his own child-like voice. The girl looked up her eyes red and full of tears. "It's all a dream Gwen get a hold of yourself!"

She looked back at her mother who was ignoring her husband and coming down on Gwen. Nothing was making sense, she was so afraid that it didn't really matter to her but as she looked around and saw the walls and ceiling crumble she became more confused than afraid. _What the,_ her mother roared and knocked her out of her confusion and back to fear. "You will be punished!" Her mother started coming down with both fists but Gwen watched as her dad jumped forward and took the blow. It sent him crashing into the wall behind her and she looked as he slumped to the ground.

"Gwen it's me. It's Ben," she froze and remembered everything with the witches leading up to her falling asleep and looked back at her mom who was coming back down with her fists. Her dad was not her dad but Ben somehow trying to help her and she was finishing this.

Her mother was an inch from her face and she just said, "You're not real." The fists flew straight through her and she was glad because she had no idea if that was going to work or not.

Suddenly everything went black and Ben went back to being Ghostfreak without a host. He really didn't like being it so he changed back to being a person and shivered. Finally Max became visible to Gwen and he ran forwards hugging her with all his might. "Grandpa, you're choking me," she coughed and the old man let go.

"Oh honey, how are you?" Gwen laughed and shrugged it off.

"I'm fine," she said and waved him away but he showed no sign of hearing her. In fact he was spinning around and couldn't see Benjamin either. "Grandpa?"

"Oh no," Ben said and his cousin turned around. She might have said she was okay to her grandfather but Ben saw straight through it at how shook up she really was. That wasn't what he was nervous about. The walls of darkness suddenly started to change again and they were outside a wooden shack. Grandpa Max stepped out of his RV and stretched up his arms as he stepped forward to the door.

"What do you think is inside?" Gwen asked but Ben saw how much younger their grandpa looked. He knew what day it was.

"Gwen this is Grandpa's dream, we can't see this." Ben started and she was surprised.

"But," he cut her off again as he grabbed her hands and put them to her ears.

"Don't listen, don't look," she was shocked at how mature Ben was seeming at the moment. _Does he know what dream this is? Unless,_ she looked towards the house that Max was opening the door to and agreed with Ben, closing her eyes as well. She had them closed for about a minute before peeking out.

"Ben?" she asked but out of her ears she could hear the screams from inside the house and just closed her eyes again. Whatever it was, neither her cousin or her grandpa wanted her to see it.

Ben stepped inside the house and saw the furniture tossed everywhere. There were papers littering the floor and the only source of light was the flickering light bulb on the ceiling. He saw what he knew was there though.

Max screamed as he stepped through the next door and Ben knew what must have been on the floor in there. He wanted desperately to go inside but his feet wouldn't move and that's when he saw it. Two humanoid looking aliens were in his Grandpa's kitchen as the old man stepped out of his bedroom himself and closed the door with a slam. Ben walked into the kitchen behind his grandpa to look at the green aliens that looked a lot like Xylene. Both of them were staring at Max with an insatiable hunger on their faces. The first one started doing a circling motion around the man but Max didn't even turn his eyes were so glassy.

It pounced, and that was the last thing it did. his grandpa pulled out a hunting knife from his waistband that Ben didn't even notice before and stuck it straight through one of the head tentacles into the wall. It screamed and his grandfather grabbed it by the throat and held it up with so much hatred in his eyes. _His nightmare isn't what happened to his wife, it's what he did in vengeance,_ Ben stared as his Grandpa kicked backwards and nailed the other alien who was approaching right in the face.

The boy didn't waste time with other aliens and he went straight to Ghostfreak as he infiltrated the other alien's body. Standing up he barely knew how some of the limbs on the thing worked but it did have good hearing and he heard the loud crack that could only be the sound of a neck snapping. His grandpa dropped the body to the floor and it went limp and lifeless, then he turned and Ben had never seen the man with such fury in his stare.

"Grandpa, it's me Ben, you're dreaming," Ben said confidently but then he felt a foot in his face and wondered how his old man moved so fast before remembering that Max wasn't a senior anymore. His black hair proved it. "Don't you recognize my voice?"

"Stop it you pathetic piece of shit," Another first as Ben had never heard his Grandpa curse before. "If I had grandkids, they wouldn't be fucking shitters like you."

"Whoa, what's with the mouth grandpa?" Ben asked stepping back but his comment just seemed to anger the plumber more. His grandfather dove forward and tackled Ben before punching him rapidly and painfully. _I'm out of here,_ Ben sunk out of the body and watched as the dream alien tried to fight back futilely. Changing back to a kid, he turned around but there were more than one crack this time sounding from the alien. Ben started to cover his ears but the crunching sounds wouldn't stop and then finally they did and he turned around.

Max stood over the body of the green alien and walked back to his bedroom. This time Ben followed, the man looked so, sad. He was no longer in a blind fury but he didn't even care about the lives he took. Seeing his grandpa like this suddenly made Ben understand why that even when he was fighting the worst bad guys, Max always made him stop and let the police get them.

Ben stepped in the room and avoided looking around and just stared at the back of Grandpa's head. His eyes wandered for a second before snapping back as he wished he hadn't. Now that he was looking back at his grandpa he saw what the man was looking for. It wasn't plumber tech, it was a normal Glock. The same type the police use.

The man had it pressed to his head and Ben quickly lifted his watch to change back to Ghostfreak and stop his Grandpa before he heard it. The loud bang and then the crash. Ben didn't even look up he just turned around and walked slowly out of the room glad he wasn't looking straight at his grandfather when he did that.

Even if she was able to drown out most of the noise, the bang was too much and Gwen was about to run into the house. That is until she saw her cousin stepping out of it. He was covered in red and it was dripping down his face as he stared at his hands and then up at Gwen. She ran over to Ben and looked at him questioningly but he started to tear up. "What..." she couldn't finish her sentence as the tears started dripping down his face and blending with the blood. Without thinking she leaned forward and hugged Ben as tight as she could.

Everything around them started to fall apart but they stayed in their hug. Ben finally broke the hug and fell to the ground. He stopped paying attention to Gwen and started slamming the watch on the floor as hard as he could.

"What's going on?" Ben turned for a second and as he messed with the watch, his grandpa was back rubbing his temple and Gwen ran over to him. "Hey Ben, what happened? What are you doing?"

"Don't watch," he said as he stopped slamming his watch on the ground. In front of him the two people faded and he started to forget where he was. "I can't see you anymore, but you can see me and I want you two to close your eyes and not watch."

Gwen stared forward at her cousin who was afraid even as the walls were rebuilding themselves. She remembered her nightmare and it was scary and by the way Ben acted their grandpa's was pretty bad as well. But right now he seemed more afraid than she'd ever seen him and everything was still mostly black. She looked around and didn't recognize anything, the sky was red as was everything around her.

Looking down she saw she was standing in the middle of a street but when she looked back up and more of the details settled in she gasped. They were in the middle of New York City and Ben seemed to have forgotten they were in a dream. He was looking around scared as screams came from every burning building. Cars exploded all over the place and he looked on in horror. Then she heard a way too familiar voice, "Ben!"

The boy turned around and saw his cousin. She was running towards him with their grandpa right behind her. "Go back," he shouted, "Get away from here."

"Nah, you need us Doofus," she teased but her real self looked afraid as Ben nervously scanned the area.

"Yeah we're a team Ben, you can't do this alone," her grandpa said. The real Max looked at himself and thought of commenting on his own appearance to his granddaughter when all shit broke loose. Four buildings, two on either side of them exploded and dust and smoke filled the street.

Gwen looked to her left and saw Sixsix floating in mid-air above a crumbled building. On the other side was Ghostfreak's true form with tentacles flying everywhere. The other two buildings she was much more afraid of. Above one floated Vilgax with an army of drones and on the other flew the disgusting form of Kevin with all of Ben's powers. The were all laughing at him and Ben took a look at each one of them.

"Help!" Ben spun around and saw Gwen being picked up by Sixsix and carried into the air. Max was fighting off Vilgax without any weapons but he needed to save his cousin first.

"You need to get out of here now," he shouted as he transformed into Stinkfly and flew up in the air. He heard a groan and then a thud and looked down at the street and the real Gwen and Max looked as well. Vilgax had a hand through Max's chest and the man fell to the ground in pain. "No Grandpa!"

"Ben help me, please," Gwen shouted from above and the boy looked back up as his cousin was grabbed by the arms by Kevin and the legs by Sixsix. He started flying up and transformed into Heatblast shooting a fire ball at the mercenary alien. Right before the blast hit the two enemies pulled apart and ripped Gwen in half with a scream.

Gwen looked up as both halves of her body fell out of the sky and crashed into the ground. She was horrified, even more so than her own nightmare. Max remembered his dream as well and he knew Ben was there and thought he was going to have to have a talk with him about it but there were much bigger worries Ben had.

The fireball hit its mark and Sixsix was thrown back but Ben didn't follow up. He was finished, "They were the only things that mattered to me. You killed them," the bad guys all laughed like it was just a game.

Ben heard Gwen's voice and looked to his right as he transformed into Wildmutt and ran towards her but this time Ghostfreak took over her body and threw her fifty miles per hour into a building that she splatted into. Ben wasn't thinking straight or he'd realize that she just came back and died again but he was just so sad.

Max and Gwen watched helpless as Ben collapsed on the floor. Both of their dreams versions kept reappearing and trying to help Ben stop the villains but every time they were killed. Again both of them appeared and Ben stood up becoming Wildvine, "Both of you, run now!" he shouted and used his vines to pull down all the bad guys and throw them to the floor.

"Shut it Dweeb, we can help." Gwen ran forward and did a spell that she didn't even know and was happily surprised that Ben thought highly enough of her to think she could do that. Max ran forward with his huge Vilgax gun and shot it straight at the aliens. Ben watched, optimistic but out from the smoke all the villains cackled and flew forward breaking his grip on them. "Eek," Gwen screamed as Kevin appeared in front of her. The boy was looking up and down her body in a way that no one appreciated and Ben turned into Diamondhead to smash the boy out of the way.

"Stay away from my granddau..." Max was shot over and over by Sixsix who had flown around and shot him in the back. Kevin shrugged after staring at Gwen viciously for a few seconds and his diamond arm turned into a spike that he slammed straight through Gwen.

"NOOOOOO!" Ben screamed and this time he didn't just fall back to the ground when his family was killed.

Real Gwen couldn't watch anymore but she couldn't tear her eyes away as she watched Ben fly as Stinkfly straight towards Kevin but changing last second to Fourarms. "What are you going to do wimp?" Kevin taunted but Ben didn't even look like Ben anymore. Besides being huge and having four arms and being red, he was a new person. Max looked at his grandson in horror and he lifted Kevin Eleven with two arms over his head and as he pulled apart he punched over and over in the boy's stomach with his free arms.

Kevin started coughing up blood but Ben didn't slow until a ripping sound was heard and then Ben threw him up in the air as he changed to Heatblast. Ben pulled both arms back and all the fire from the cars and buildings around him came into his palms and he fired it all at Kevin where the boy exploded in the air in a fit of screams.

Without pause, Ben's head snapped to the left and he was looking straight at Sixsix who mumbled something in a foreign tongue and started flying away but Heatblast was faster and flew right over him before turning into Cannonbolt and slamming down on his head crushing his skull.

At the same time, Vilgax and Ghostfreak charged him and started punching wildly but Ben was too good. Gwen and Max had never seen him so intense. "He holds back? How much does he hold back?" Gwen started stepping backwards as Stinkfly covered Ghostfreak in goop making him stay tangible and then Heatblasted the ghost. The mixture caused the ghost alien to scream as it burst into flames and exploded.

Vilgax looked, he looked afraid and that made Max scared. "Puny boy, I will have the Omnitrix," Ben's frown and angry face turned into a smile.

"You want the Omnitrix? I'll give it to you," he changed into every single one of his aliens until he finished on Diamondhead. Each one put its own toll on Vilgax's body tearing pieces of him away every time. The orange haired girl finally closed her eyes but she could still hear it as the crystal alien tore Vilgax apart. She opened her eyes and saw crystals covering the entire street rising all the way above the standing skyscrapers.

"It's just the dream, he's not this powerful," Max mumbled mainly to himself. _'Grandpa I can take care of it, you'll only get in my way.'_ All the times in the past couple of weeks they've gone to save the day Ben's become more and more reluctant to have them along.

"Oh my God," Gwen said as Ben stood there holding Vilgax's head.

"Killing us won't bring them back. Nothing will bring them back. You're just a pathetic, worthless," each word made Gwen cringe as she saw the toll it took on Ben, "weak, _boy._"

Ben froze and dropped the laughing tentacle covered head as he looked back down at his watch. He slammed his hand down hard and Vilgax's screams intensified as the enormous monster loomed above him. Taller than the Empire State Building, Way Big stood looking down at the street below and winced seeing the bodies of his family but then saw what he was looking for. He raised his left foot so high in the air and then slammed it down like a speeding bullet.

It was all over. Ben shrank down to normal size and walked slowly down the cracked street. There was a huge footprint that just missed the bodies of Gwen and Max as he walked over and then he looked down.

Max and Gwen walked over to their own bodies and looked down as well to see the damage and then gasped. Ben crouched down and kissed his grandfather on the forehead as he ran his hands over the laser holes all over his chest. Then he looked at Gwen with the huge hole right in the middle of her stomach. "I'm so sorry," he whispered before leaning down but she coughed.

"No," Max said as he looked down at Ben who was smiling wide while he looked down at his cousin. "No." The normal Gwen looked at her grandpa who grabbed her by the shoulders, "You shouldn't hear this." Max seemed a lot more upset than he should have been but Gwen knew this was a nightmare.

"I have to," she responded and pulled away before looking down.

"Gwen, you're okay! We need to get out of here, we need to get you to a hospital." Ben was rambling but then Gwen noticed something her other self was doing. She was trying to push herself away. "What's wrong?" Ben asked as she looked into his eyes terrified.

She mumbled something and he leaned in to hear her. Again she said it but this time much louder, "Help."

"I'm here Gwen. I'm here now," he moved in for a hug but she raised an arm and a small force-field pushed Ben away.

"Help," she said again louder this time. Ben stepped back towards her but she was squirming backwards, "Get away from me." She casted her eyes over to where Vilgax was and Ben knew she had seen it all.

"I d-did it for you," Ben said inching closer but she was beyond afraid anymore.

"You're a monster," she screamed. Actual Gwen backed up as she watched Ben's reaction. "Somebody help!" the girl in the dream was not faking it, she was afraid and terrified of Ben. "Help me!"

He backed away from her and she screamed again. "No no no no no," he mumbled as he grabbed his head. "Gwen please," he pleaded trying to move back towards her.

"You're a monster Ben, a monster!" She coughed up some more blood and stopped squirming. She looked almost at peace now and Ben ran back over to her, "Get away from me. I hate you, you scare me." She was barely speaking now but Gwen was leaning in to hear her as well. "Just get away," she dropped her hand and her head tilted to the side with her eyelids still open.

Gwen was screaming that she didn't mean it but Ben couldn't hear her.

The boy in the tattered white and black shirt looked down at his dead family and screamed. He slammed the Omnitrix everywhere until it started glowing orange, one bar on either side. "What is he doing?" Grandpa asked as Gwen pried her eyes away from her own corpse.

"Oh no," she cried as he went alien and then back to Ben. A small yellow sphere erupted around him and sent him flying back. Another bar or two appeared on the watch. "He's going to make it self-destruct."

"Won't that kill him?" Grandpa Max asked but Gwen knew the real truth.

"It's more than that Grandpa," he turned into Grey Matter and changed back exploding backwards in another ball of light. "If the Omnitrix explodes so does the universe." They both looked back at Ben as a ginormous ball of orange light shattered all the windows to the standing skyscrapers around him. Now there were people running around outside but Ben didn't stop. He was on the last bar and he didn't hesitate as he turned into Heatblast.

"This is where it started, this will be where it ends!" He changed back to Ben and the watch glowed fully orange for a second before getting red and then darker red before turning black. Then it flashed white.

"Ben!" Gwen shouted but the white light surrounded him. It absorbed everyone around them. Suddenly the Earth beneath them shot up and flew into the watch and the moon got sucked it. All the while Max and Gwen stood three feet away watching the Sun, and then the entire universe get pulled into the watch before the light died down and all that was left was Ben. He looked up at the watch and slammed it against his chest before getting sucked in as well.

"AHHHHHHH!" Beep-beep beep-beep, Gwen started flailing around as she felt arms all over her. She opened her eyes and saw four men in all white, with masks over their faces as she screamed.

"Someone inject her with forty CCs of... The old man's awake too. What's happening?!" Five more doctors ran into the room and started helping Max who was in the bed next to her. They came towards her with a needle and she punched the guy in the chest sending him flying into a wall.

"Ben, Gwen!" She heard called out from the bed next to her and struggled to escape the grip of the doctors.

"Somebody help me over here," Gwen looked to the other side of her bed. "I don't think he's going to make it." Some of the doctors left her side and she jumped up on the bed looking over to her right. Beep-beep, beep-beep, beep-beep, the sounds kept getting closer together as Gwen ignored the doctors' attempts to calm her down and she hopped off the bed and walked over to Ben's. He was spazzing out, arcing in the air his entire back curved up. Besides his underwear and the Omnitrix he wasn't wearing anything.

"Hey, what are you doing," one of the doctors tried to grab Gwen as she walked over to the head of Ben's bed but he felt a strong grip on his shoulder. He turned around and saw the man in the funny Hawaiian shirt shaking his head.

The ginger girl walked up to Ben's head and leaned down as he squirmed over and over again. She leaned down and whispered into his ear, "It's me Ben. It's Gwen." He stopped arcing up in the air but he was still wiggling around like crazy and his heartbeat was almost flat-lining the beeps were so close together. "That wasn't me in there Ben. I never, ever would have said those things." Nobody else in the room could hear her but they were all amazed as the boy that seemed like he was about to go into cardiac arrest started to calm down.

"Alright, thanks. Now it's time you two leave so we can do our jobs," the annoying head doctor stated.

"No," everyone except Gwen turned, shocked at the boy who sat up. He was looking straight at Gwen but it sounded like he was talking to everyone. "I'm fine now, it's time we leave."

He removed the IV from his arm and stood up standing next to Gwen and smiling at her. "You, you c-can't do that," the chief of medicine was annoyed that he was wrong so very often that day.

"Yes we can," Max stated with a smile on his face and stepped between his grandkids grabbing them each by a hand as they stepped out of the room. Every single doctor in the room was speechless and just stared at the empty beds that had comatose patients in them only minutes before. Never before had any patients like that woken up at the same time.

After checking out of the hospital, they walked down the main street to where they hoped their RV was but didn't see it anywhere. "Umm, guys, where's all the, uhh damage?" The three of them looked around the town hall but there weren't any explosion marks or cracks anywhere.

"Wait what's that?" Gwen said and pointed over to the building Charmcaster was thrown through and it looked like it was recently remade.

Max had had enough and tapped someone on the sidewalk on their shoulder, "Excuse me," the person turned around annoyed. "Where is all the damage? Wasn't there a fight here?"

"Yeah, like," the person counted on their fingers for a second, "Six days ago man. Are you okay?" All three of the Tennysons looked at each other and realized that it was the last day of summer.

"I have to get you kids home yesterday," Grandpa Max said as they followed behind him. He pulled out his keys that the checkout lady at the hospital returned to him and pressed a button. Within seconds the Rust Bucket rounded the corner looking like it always did except with a fence on the front of it that had an impound lot sign on it. Max tore off the sign and got into the RV before getting in the driver's seat.

Ben and Gwen sat on opposite sides of the table and all three of them were silent for a couple hours. Max called their homes and apologized for being a day late. He said they'd be there by ten o'clock. The three of them traveled in silence although Ben and Gwen were making eye contact almost the entire time.

Finally as they entered Bellwood Ben finally spoke, it was almost a whisper but they all heard it. "A ninety-eight?" Gwen dropped her jaw and Max almost careened off the road. They sat there for a solid minute and then Gwen laughed. She laughed so hard her lungs hurt and so did Ben. Max joined in and they laughed for the rest of the short trip back to Ben's house.

It was dark by the time Ben got home and as the side door to the RV opened he stepped out followed by Gwen and his grandpa. "It was a blast travelling with you all summer sport," the man rustled his hair. Ben smiled up, "Try not to use the watch as much as you can. Don't fool around with it. Only use it in emergencies."

"I get it, I get it." Ben smiled back and hugged his grandpa one more time before turning to Gwen.

"I still can't believe I had to spend the entire summer with a Doofus like you," she said.

"Ha, I'm the one who had to sit through all your annoyingness Dweeb."

"Freak."

"Geek."

Gwen almost shouted _monster_, and then caught herself and leaned forward wrapping her arms around her cousin. "I'll miss you," she said and he blushed and hugged her back.

"Yeah, I guess I'll miss you too. Maybe we'll have the same teacher," he said hopefully but she shook her head, they didn't even go to the same school. "Goodbye Gwen," he released the hug and stepped back as the two of them got back in the RV.

Ben watched as the Rust Bucket turned back on and started driving down the street and he wondered when the next time he'd see either of them would be. He stood there for awhile before heading back for his house. Then he heard it. Coming from the other end of the street was a car noise but he recognized it so well. He ran back over to the sidewalk and turned left as the car approached him. Only it wasn't a car, it was the Rust Bucket.

He thought it was coming back to his house but it stopped right in front of the house on his left. Max stepped out of the RV and Gwen followed looking really sad before realizing she recognized where she was. "Are you playing a joke Grandpa?" she asked annoyed. Turning she saw Ben staring at them the same spot they dropped him off two minutes before.

"Oh did I forget to tell you kids," Grandpa questioned with a wide smile on his face. "Gwen you're parents moved over the summer. They wanted me to keep it a secret but this is your house now."

"WHAT!?" Both ten year olds shouted as they turned back to the house next to Ben's. Realizing their grandpa had only done the trip around the block for one reason they turned on him. "You knew the whole time, and we," Gwen growled and glared at her grandfather.

"Hahaha, well you guys were cute anyway." Both kids blushed and turned heel walking back for their doors. "Hey what did I do?" Max asked but the second he stepped back in his RV he couldn't stop himself from rolling on the floor in fits of laughter.

**A/n Hope you enjoyed. Reviews welcome.**


	2. Chapter 2

I don't own Ben 10.

"Ben!" The ten year old boy opened his front door and before he knew what was happening he was in the air held by his father. Carl had the biggest smile on his face as he looked past his son at the street where he saw his father's vehicle. "Go say hi to your mother," he put down his son and stepped outside.

_Only when grandpa's here,_ Ben thought as he walked up the stairs and knocked on his parents' bedroom door. "Who is it?" a sing song voice called out from in the room.

"Mom, it's me, Ben. I just got home," he stopped and listened in hoping for something.

"You have school tomorrow, your stuff is on your desk," Ben sighed and walked back down the hallway to his door. Stepping in, the room still looked like a pigsty, just like he left it. _Good to see, I mean hear you too mom._

Ben looked out his window and saw his father at the door of the Rust Bucket shaking hands with Grandpa. He looked so calm and happy, even excited to see his father. He looked over at Gwen's house and saw both of her parents stepping out and walking to the RV as well. They all greeted each other and laughed a little before stepping back and waving as Grandpa pulled away. The second he was out of sight, Frank grabbed the arm of his brother that was resting over his shoulder and threw it off of him almost knocking Ben's dad to the ground.

Lili grinned as her husband pushed the man away. Ben had never really seen how their parents acted near each other when Grandpa wasn't around because they only saw each other on holidays. It seemed like if Grandpa couldn't make it, the other two parties couldn't either. Carl stood up and walked back to the house holding up the middle finger as he did so and Ben sighed.

Looking over at his desk he saw all the supplies he needed to go back to school the next day. It was only because his parents wanted him out of the house that she even got all the stuff for him. Although he was missing some things, like writing utensils. He knew he could just go and 'borrow' some from the 'civil engineer' but it would probably wind up bad so he just looked back out the window with his head in his hands. He looked around at the stars for close to ten minutes before snapping out of his trance.

He looked over at Gwen's house and he realized his was at the perfect spot that he could see inside the side window of the front of the house. It was on the second floor and he was really hoping it was his cousins window as he looked next door and fist pumped as he saw her through the window. She was sitting in the exact same position as he was with her hands holding up her chin.

The boy watched as Gwen spun around from where she was sitting as the door opened on the other side of the room. For some reason, Aunt Lili seemed angry even though Gwen had only been back for a short while. His orange haired cousin pulled open her backpack on the floor and pulled out some books. Her mom was still angry but stepped back outside slamming the door behind her.

Suddenly Ben heard footsteps coming up the stairs and he just hoped they went the other way when they reached the top. They didn't. His door flew open and he was astonished by how drunk a man could get in such a short time. Carl Tennyson had two beer bottles in his hands and was trying to chug them both at the same time. The grown man looked inside and saw Ben sitting up on his bed staring at him. "What are you looking at boy? You just had to come back and ruin all the fun didn't you?" the man paused as he fumbled with the bottles. "Answer me when I ask you a question!" Ben didn't really know how to respond but this just made his dad angrier as he finished downing the first bottle. If it wasn't for his double vision he might have hit his son but instead the bottle shattered all over the bed and he laughed. "And go to bed, you have school tomorrow. Join a school club or something. Just find something that'll keep you out of the house for awhile." With that Carl slammed the door behind him and walked down the hall to his own room.

Ben grabbed his top blanket and shook it out at the foot of his bed reminding himself not to step on the glass shards in the morning. Then he laid back down in his bed and threw some more little shards that didn't come off on their own off the bed and closed his eyes, desperately wishing the year would go fast and he could leave for the summer again.

Gwen was staring out her side window right into her cousin's room when she saw the bottle slam against the wall and glass shatter over Ben's head. Some of it got in the boy's hair but he didn't seem to notice he just shook off the covers and laid down to go to bed. She heard her mom coming and turned back to the worksheet her mom gave her with trigonometry problems on it she wasn't supposed to learn for another five or six years. She pushed her face as far towards the paper as she could and her mother grunted as she checked on her daughter. What was she thinking letting her slack off all summer instead of studying.

At midnight Gwen was allowed to go to sleep and passed out almost instantly. She'd "forgotten" to tell her parents that she was in a coma for the past week but it was still taking its toll on her. She passed out on her bed and then she was awake. It felt like it was only a moment but it was light outside and her alarm was going off. _School, how can I even,_ it was always the most important thing to her but now. She reached into her back pocket and checked to make sure her spellbook was still there. _I need to hide this somewhere,_ she searched her room for somewhere safe but wound up not being able to find anywhere her parents couldn't find.

Then she thought of something. Looking down at the ground she whispered a spell hoping her parents were still asleep and a floorboard lifted out of the ground. In the small space underneath it she hid the book and then used the same spell she'd just learned to get the board back in. She looked at her clock and saw it was seven o'clock, still two hours until the bus was supposed to come at this new school.

Her parents had wanted her to go to Bancroft academy for the year, but for some reason the admissions people didn't explain, Gwen wasn't allowed to apply let alone enroll there.

The first thing she did when she woke up was go downstairs and put coffee on before starting to cook herself a well-balanced breakfast. She quickly wolfed down her eggs, ham, and broccoli before heading down to the basement.

Every day for the last few years, excluding during the last summer, she was required to spend an hour a day training herself in martial arts. Over the last year she'd come up with the routine of doing it in the morning to one: wake herself up from being tired after a long night of studying, and two: avoid having her dad come in and challenge her. When she practiced in the afternoon he would come in with a pair of gloves and start fighting with her but the only difference was he worked part time as a karate teacher in town and was a master black belt. She was right and when she got downstairs it was already set up as the training area.

She spent until 8:30 training until another alarm went off on her phone telling her she was done. _Oh how I missed you over the summer,_ Gwen grabbed her phone and turned off the alarm as she headed back up the stairs. After a quick ten minute shower she headed back to the main floor and into the kitchen. Pouring two cups of coffee she left them out on the counter piping hot as she knew her parents would be down in a minute. She didn't want to miss the bus on the first day so she stepped outside and stood in front of the fence dividing hers and Ben's front lawns.

All of a sudden she heard a ringing noise and turned around up at Ben's room on the second floor. _No way,_ she watched as he yawned and turned off his alarm. The boy rolled off his bed and walked over to his dresser before screaming and jumping back in pain with his left foot held up high. After that she lost sight of him and turned around knowing that he was probably about to get changed.

Gwen was wearing a plain white, long-sleeved shirt and a skirt that went down below her shins colored blue. Her hair was combed nicely and had the usual blue hair clip in it. She checked her phone six times in the next six minutes as it got increasingly close to the time the bus was supposed to leave. _He's not going to make it._

Ben walked out of his room on one foot and limped into the bathroom to start off his morning. _I can't believe I forgot I put that there. Stupid stupid stupid._ After removing the glass, he wrapped his foot in an entire adhesive bandage wrap before taping it down on either side of the cut. The white adhesive quickly bled through red but he ignored it and the pain as he put on a dirty sock and then a shoe.

Wobbling down the stairs he saw that his dad was already gone and his mom was still in bed like always. He limped over to the kitchen and the clock on the microwave told him he had three minutes until the bus got there. Ben smiled and put two poptarts in the toaster as he downed a coke bottle he found in the fridge. There was something he was forgetting and he couldn't remember what it was but then it hit him. He started running and with every step his foot cried out in pain. It didn't even hurt at first but after he pulled out the glass shard it was stinging like crazy. He got up to his room and shoved all his things into his backpack before looking outside.

Staring straight into his eyes was his dorky cousin who then turned and looked down the block as the bus approached. Gwen started to panic as she saw Ben limp around his room and then disappear again.

He stumbled down the stairs with his backpack on and fell the last few steps as he heard the bus get closer outside. Getting back up and running through the kitchen he grabbed his hot poptarts out of the toaster and juggled them back and forth between his hands. _I am so not ready to go back to school,_ he threw open his door right as the bus stopped between their houses and Gwen sighed in relief. Ben hobbled over and stepped on the bus. Sitting in the front seat was Gwen who had taken the closest one to the door, _probably so eager to get to school._ Ben thought as he looked around the bus. There were no other seats with one person except for the one in the back that was occupied by Cash and he did not want to sit there.

Either sit with Cash or sit with Gwen. It was a tough decision but after the bus driver yelled at him he humphed and sat down next to his cousin. "Don't say a word," Ben warned as she started to giggle. The bus hit a bump as it continued moving and Ben noticeably winced. Gwen looked at him nervously and wanted to bring up what she saw but felt like that would be intruding so she kept her mouth shut.

There were no more stops between theirs and the school so it was a pretty quick trip and they were there. Last year of elementary school, fifth grade was going to be tough. Gwen stepped off the bus and started looking around hoping to make some new friends before the day even started at her new school. Ben got off the bus however and took as small steps as possible towards the place he'd have to spend so much time when he could be doing anything else.

"Sup nerd," Ben turned slowly and saw Cash get off the bus behind him. "Haven't seen you since the Little League World Series game."

"Haha, yeah," Ben put and arm behind his head and smiled at the tan-skinned boy. Although they were the same age, Cash was much taller than he was. "What've you been up to?"

"Like I'd tell you," Cash said and laughed as he walked away from Ben giving him a light shove as he did. The little shove was enough for Ben to put a lot of weight on his left foot and he let out a little yelp as he fell to the ground. Cash turned around and looked at Tennyson as he sat there on the ground with a pained expression on his face.

_First day of school and I'm already the laughing stock of the whole place. _Ben got up and tried not to make his limp noticeable as he stared at the floor. He thought they were all staring at him and laughing silently but most people just looked at him and looked away quickly. He hadn't changed since he was at the hospital and his clothes almost gave off green plumes of stank as he walked around but nobody said a thing about it even if a few closed their noses with their hands.

Ben walked into his class and looked around before sighing in relief. Not only were the two bullies not in his class, but neither was Gwen and already his day was starting to look up. The whole fifth grade had lunch together so Ben went and sat at an empty lunch table with a smile on his face as he started gobbling down the school food. Sure it was bad, but at least it was filling and boy was he hungry. _Maybe instead of joining a club I could just go around and help people as Fourarms, no XLR8, wait,_ he looked up feeling a disturbance as Gwen stood in front of him. Without finishing his bite he opened his mouth and asked while chewing, "What do you want?"

Gwen stared at him and then looked around the lunch room. His face screamed 'go away' but she could also see how lonely he was at the lunch table. Unfortunately she saw everyone else looking at her as well and if she wanted to start off well at this school, then it was not going to be by hanging around her goofy cousin at all. She ignored the question and walked off to a table with a couple of girls at it and asked to sit down. They let her and before long she'd struck up conversation and was laughing with them.

She looked back at one point to Ben's table after he was finished with his food and was surprised to see him just staring across the room at the wall. He was deep in thought about where to go when school was over but first he had to sit through another couple of hours of school.

Finally the day was over and Gwen grabbed a flier listing off the school clubs they were able to sign up for before heading for her bus. There were no clubs the first day so everyone was on the bus except for one. The bus started its engines after waiting a few minutes for everyone to get on and drove off back home. Being the last stop also meant the first one to get off but she got off alone that afternoon.

She walked back to her house that was now empty and checked the news to see what was happening that could have made Ben miss the bus. There was nothing on local news so she checked the bigger stations but nothing big was going on anywhere.

Ben sat on top of Teddy Roosevelt's head in South Dakota as the fastest alien he had. It was fun running there but without Grandpa he didn't really know how to get inside the Plumber base. He thought about smashing the door down but if any of their enemies were able to get in there easier it would be his fault so he restrained himself for once. He laid on his back and stared at the sky for hours after he changed back into a normal kid. After awhile he smelled something fishy and it was making his nose hurt so he looked around but he was on top of the mountain face which could only mean one thing. It was him.

The ten year old sniffed his pits and then clenched his nose shut. It wasn't even him mostly, it was his clothing that was covered in sweat. His watch was still red so he started trekking down the mountain the old fashioned way until he found a small lake. _If only getting the master control wasn't a dream. _He quickly stripped down and washed his clothes with his bare hands. He had another pair of his favorite shirt and pants but he remembered he left them on his grandpa's RV. After his clothes were off, he still smelled funny so he decided to go for a swim.

It was the most fun he'd had all day. He turned into Ripjaws and swam around even better and had a lot of fun catching fish with his teeth until the watch timed out right as he got one in his mouth. While Ripjaws thought raw fish was tasty, Ben did not and spit out the fish into his hands. "Eh, you can live," he tossed the fish back into the water and stepped out of the lake before going back XLR8 with his clothes on and heading home.

Ben's dad got home around two o'clock but he had another job that he went to at night starting at seven so if Ben timed it right. _Yes_, he waited until he saw his dad's car pull out of the driveway before running over to his house. Right as he reached his door he changed back into Ben and was about to open his door when he felt he was being watched. The boy tilted his head up and looked at his neighbor's house right into Gwen's window where she was shaking her head and mouthed, 'Grandpa's going to be mad.'

He mouthed back, 'not if you don't squeal you pig.'

'Who are you calling a pig, smelly boy,' she mouthed back but he lifted his pits and sniffed and by the way he didn't freak out she knew he must've just washed. No one, not even the master of stink himself, could survive a full whif like that without scrunching his face unless he'd just washed.

'Yeah, that's right, speechless,' he went inside before she could come up with something to mouth back and she grabbed at her hair. _That boy,_ she squeezed tightly and accidentally snapped her pencil in half. "Crap," she muttered and grabbed another one before getting back to her homework. It wasn't work her teacher gave her because she was a fifth grader on the first day of school, but work from her parents that usually took her until midnight and then carried on to the next day. She spent the weekends trying to catch back up and barely had time to herself since she was six.

As soon as Ben got inside he dropped the attitude and fell onto his couch removing his left shoe slowly. His entire sole of his shoe and his sock were dark red after being in there the whole day. _Yeah, it just needed some air,_ he thought as he laid back on the couch with his foot elevated. He unwrapped the bandage and it didn't look very good so Ben went back to the bathroom and covered it in the anti-infection liquid that sizzled white on his skin and took all he had to keep from screaming.

The cut was deeper than he originally thought and the scab that came over it didn't look very sturdy. He knew he should use some crutches or at least find a way to stay off that foot but he knew there was no one he could ask for that, unless. Ben stood up on one foot and looked outside his window seeing that neither of Gwen's parents' cars were in the driveway. He hobbled out of his house and straight over to Gwen's where the door was unlocked and he stepped in the front door. He'd grabbed a baseball bat from his room and was using it as his other foot as he climbed the stairs.

"Don't worry mom, I'm doing my homework," Ben heard as he stepped up the last step. _Homework? My teacher didn't give me no homework,_ Ben stepped closer to her room and the door was closed.

"Umm, Gwen?" he whispered and he heard clatter on the other side of the door.

Within a second the door was flung open and Gwen was standing there looking angry yet relieved at the same time. "What are you doing here Doofus?" she asked frantically. Ben was looking pretty pale and she looked down to see he was putting a lot of his weight on that bat. She knew what happened but she had to ask anyway as to not sound suspicious, "What did you do?"

"Why do you assume it's my fault?" Ben retorted and Gwen backed up a step into her room.

She looked guilty and pointed down at his foot, "Show me." She commanded and Ben unwrapped the bandage that was the only thing he had on his left foot. Gwen gasped as he lifted up his foot and she saw a line that went from just below the start of the toes until midway through his heel. "Why didn't you tell anyone about this?!" she demanded and he instantly panicked as the look on her face made it seem like he was dying.

"What, I didn't think it was that bad," he tried to say in a non-caring attitude but it didn't work. Gwen saw right through him and sighed looking down at her floorboards. Muttering a spell, the plank lifted off the ground and she pulled out Charmcaster's spellbook. "Whoa," Ben said as she pulled it out.

"Yeah I've got to hide this so my parents don't find it. What did yours say about the Omnitrix?" Ben looked at the wall and thought quickly.

"Not much," he explained, "I just said it was an antique Grandpa got me and they let it slide."

"Liar," she called him out and he turned back to face her with his mouth wide open. "Anyone who has to think about it before talking isn't telling the truth. What did you say about it?"

"Nothing," he responded with the truth this time even if she thought he was just dodging the question. He turned away again, "Can you fix my foot or not?"

"Who do you think you're talking to? I am Gwen the Magnificent, sorceress..."

"Alright, alright I get it, sorry for asking Dweeb," he said and she shut the book. "Wait I didn't mean it," he leaned forward off her bed as she sat at her desk chair to tell her to open back up the book. As he moved forward his foot touched the ground for the first time in over an hour and it stung like the first time he removed the glass that morning.

Gwen watched as Ben's face distorted into all types of pain before quickly uttering the spell she memorized when she opened the page. "Regenerus Repairica," pink light flew from her fingertips and surrounded the cut. At first the scab fell off and Ben got nervous but underneath where the blood was about to start flowing, the skin started to repair itself. Between either side of the cut the skin was stitching itself back together. In under ten seconds the wound was gone.

"Wow, it feels good as new." Ben wasn't usually one for praise but he meant it. He didn't even feel anything except a tingly feeling in his foot now.

"I know I know, I'm awesome," she put back her spellbook and replaced the wooden plank.

The boy stood up and started to walk out her room but as he reached the door he turned back and quickly said, "Thanks Gwen."

She had already turned back to her work and knew she had to catch back up on lost time but just waved her hand away. "Your welcome Doofus, just clean it up so you don't step on it again." She picked up her pen and continued to do her Biology equations when she realized Ben froze in the doorway. Then she realized something else, she'd let it slip.

"What did you just say?" Ben asked without turning back towards Gwen.

"It's just your cut, it looks like you stepped on some glass. Make sure all the pieces are off the floor before you step on it again and I have to patch you up." She was frantic and trying to think up a way to get out of it when she looked over at her clock on her dresser. "Uh oh," she said as it was 8:00 and her mom would be home any second. As if on cue they heard the car pull into the driveway and the door open and close.

"What do I do?" Ben questioned looking around. Gwen was afraid, what would her mom do if she found Ben in there with her. What would happen? Ben saw her freaking out and opened his watch. "Don't worry about it," he reassured as he slammed his hand down on his wrist.

Gwen heard the door open downstairs and whispered, "How is that going to help?" she turned around but Ben was no longer there. She had no more time to contemplate what was happening and turned back to her work as she heard her mom nearing her.

"Hello Gwen," she said in the doorway. Lili's daughter dropped her pen and looked up at her mother with a smile on her face. "Did I hear you say something as I walked in?" she asked suspiciously.

"Yes," she responded and two of the three people in the room were surprised by the response. "I called out, 'Hi mom.'" Gwen paused as her mother looked at her skeptically, "How was your day?" Lili looked around the room which seemed normal enough and looked back at her daughter.

"It was fine honey. Now I wouldn't want to keep you from your work," Lili closed the door so her daughter could focus, and then stepped out, walking back down the stairs and heading for her bedroom.

Gwen waited until she heard her mother's bedroom door shut downstairs before whispering, "Ben where are you?" She looked around but no one responded.

"Down here," Gwen almost shrieked but managed to get a hand in front of her mouth first. The little gray alien on the floor looked around with his big green eyes. "It's a good thing she didn't look at the floor," Ben commented because even though he was under the bed he saw something that definitely would've caught his Aunt's eye. His cousin looked as Ben lifted the huge crusty scab off the floor and tucked it inside his clothes.

"I think it's time for you to get out of here Ben, before you change back." He nodded and went over to her window since both of them knew opening the door was not an option. Gwen reeled the handle around and the window opened just a crack. It was wide enough for Gray Matter to fit through and grab onto the gutter before shimmying down. She watched as the boy went over to the fence and jumped between two fence posts before running up to his front door. Right as he burst into a red light and changed back, Gwen heard her mother moving around downstairs and rolled back in her window before putting her nose back into the books.

Gwen's dad came home shortly after and they had a nice and quiet family dinner where her parents talked about their work and Gwen ate in silence. Afterwords they told her to do the dishes and she complied. Then they told her to go finish her homework before going to bed and she went back upstairs. She actually finished her work at eleven thirty and shut off her lights early before getting into bed and looking out her window as she did. There was no sign of Ben in his room and his lights were on so he couldn't be asleep already.

When Ben got home he cooked himself some easy Mac 'n Cheese before going up to his room and doing some push ups. After that he cleaned up the glass as he waited until eleven when his dad came home and then walked downstairs hoping that it wouldn't be a repeat of last year. His hopes were in vain as he reached the bottom of the steps and could already smell the beer on his dad's breath. He brought his dad up to his room and pushed him inside since he wasn't allowed in himself. Then he had the whole house to himself for the rest of the night. He knew his dad would be back down by four A.M. to head off to his real job so he only watched a couple of hours worth of television. Finally at two thirty in the morning Ben finally decided to get some sleep so he wouldn't sleep through the entire day at school tomorrow.

Gwen didn't know what was scarier, the fact that Ben went to to his room at a little after two thirty and turned off his lights around three, or the fact that she couldn't fall asleep until he did. After first checking right as she was about to go to bed, she laid down and closed her eyes but every couple of minutes she leaned up to check if he was there. At first she thought she was just curious but as time went on she became restless in her bed trying to fall asleep but not being able to as long as Ben wasn't there. _Maybe he's out fighting bad guys right now without me. He thinks it's better that way,_ she couldn't stop thinking like that until he finally went to bed and as soon as he did she was out soon after.

The second day of school went much like the first except Ben wasn't in constant pain the entire day. He still sat alone at lunch which he told himself he didn't mind. He didn't talk to anyone during class but when he wasn't sleeping he was doodling pictures of his aliens. Something he was quietly happy about that also didn't change was that Gwen sat with him on the bus ride to school. It was in silence again but they smiled as they rode.

After school Gwen signed up for the computer club as she was the president of the one at her old school. She saw one of the girls that sat at her lunch table and they sat next to each other. Gwen was far ahead of the rest of the club already which annoyed her as she enjoyed the challenge but at least she was able to help the people who needed it. Occasionally a kid would ask her something and she would always answer very precisely. By the time the late buses got there for club people, she already thought she'd become this school's club president as well.

That afternoon, Ben had decided to go straight home. When he got there he said hi to his parents and went to his room where he quickly rushed through all his homework. Before Carl even left for his night job, he was already drinking on the couch as he watched the news. "Fucking Republicans, can you believe these guys?" His dad shouted over to him as Ben walked down the stairs.

Responding as fast as possible Ben called back, "Yeah fuck the Republicans." Of course this was the wrong thing to say. Ben seemed to know he messed up while trying to respond to his father's question and stared over at the couch as his father sat up.

"Did I just hear you say the f word?" Carl Tennyson asked as he looked his son dead in the eyes. Ben nodded with a scared look on his face and backed up a step before his dad leaned back and started cracking up. "You think I give a damn? As long as you don't do it in front of your mother you're fine," Ben's jaw dropped and he walked into his kitchen dropping the f bomb and the s word. He even looked some up and tried them out just cause he was able to. From the living room Carl was laughing his ass off as he heard his son cursing. Realizing something he called over into the kitchen, "And if I hear you used one of those in school there's gonna be hell to pay."

"Of course dad," Ben replied as he came into the living room holding a piece of bread with butter on it. In there for less than a minute Ben walked over to the door. "I'm going out, see you tonight."

"Yeah whatever," Carl turned up the news volume to indicate to his son he didn't care although he was kind of intrigued why Ben decided to go without finishing his bread. He turned back to the television and smiled as he watched a group of armed thugs light up the police line. "Woohoo, this is some action!"

In downtown Chicago, the cops weren't firing back at the bank robbers because they all had hostages with them. They'd been inside the bank for a while but the getaway vehicles had finally been granted by the cops because they had threatened to kill a hostage. Now, if the cops didn't leave the area in the next minute they were going to kill a hostage and the cops had to comply so they got in their cars and moved out of sight from the criminals. Somehow the bank robbers didn't see the cameraman or were just letting him televise it for the laughs later on but Carl was enjoying it and so were they.

Suddenly all the hostages were gone and the news anchor who was reporting about it from his studio announced, "Breaking news update. The hostages have been released, we don't really know what happened, but we're going to our on the scene camera guy now for more.

"Uh, well Tom, they were all here a second ago but now they're... What the!" In front of the confused criminals was now some weird blue alien thing that no one saw how it got there. "It looks like one of those aliens, it doesn't look good for these 'would be' bank robbers."

_Ooooh,_ Carl sat up on his butt and leaned in as he turned up the volume. Over the microphone on the camera he heard it shout, "Who's first?" It's voice sounded like a hiss and it was challenging the men with guns. Either he was cocky and overconfident, or this alien was powerful. One of the men in front lifted his weapon but the alien didn't move and the man roared as he rained down a storm of bullets, all of which seemed to miss as there was no longer an alien there. In a blur the lizard monster ran behind the guy and jumped up it the air before landing a barrage of kicks on the mans back sending him crashing to the floor unconscious.

Gwen was sitting at her desk when she got a text from her friend in the computer club to turn on the television. Without even replying, Gwen ran downstairs and flipped on the tv where the news was already the set channel. _Show off,_ Ben took his time and went to each of the six thugs individually and beat them up in what was slow motion for him but still crazy fast for the others.

When there were two guys left they started running to one of the vehicles but before they could make it Ben was upon them and grabbed one guy by the shoulders preparing an awesome attack for the camera. Then Ben heard gunfire and moved fast, he didn't think the other guy would shoot at him when he was so close to his buddy but there was no camaraderie between them. Whoever made it got the shares of the cash that those who didn't make it lost.

_Haha he missed,_ Ben heard a groan and looked down into his hands where the man was moaning. The boy heard the car rev its engines but he wasn't paying attention to the other guy he was just looking down at the man in his hands. "He's getting away!" Ben turned and saw the cameraman pointing down the road as the getaway vehicle rounded the corner. _Be right back,_ Ben disappeared in a blur of speed down the road and turned the corner. The crook had his window rolled down and was shooting outside as he past by the cops who weren't shooting back because they didn't know there weren't any hostages until the man had gotten close enough to them for them to see inside the car. The robber didn't get much farther though.

As the leader and only one to escape the bank laughed when he pulled his gun back in the window, he suddenly saw something out of the corner of his eye. Running right next to his driver's side window was XLR8 who reached in and yanked the man, who foolishly didn't put his seatbelt on, out of the car. Without a driver the car swerved and rammed into a building but no one got hurt so that was good.

Ben quickly ran back to the bank and dropped the freaking out bad guy right next to his friend. "You shot him," he hissed.

The orange haired girl was staring at her blank television for thirty seconds as the cameraman pointed around at the deserted scene around him except for the unconscious criminals. "Hey he's back," Gwen watched as the man swiveled the camera to point over at one of the men who Ben had grabbed onto before and heard, 'You shot him.' Instantly she became nervous, _don't snap, please don't snap._ Even though she pretended like she'd forgotten about his dream, she remembered every second of it.

She was pretty angry at the man who shot at his own comrade just to hit Ben but she'd seen how he was trying to show off. It was something only her and Grandpa Max would've been able to detect from the seemingly flawless performance of taking down the crooks. Gwen knew he was trying to showboat and by doing that he got the man shot, and she also knew Ben was going to be destroyed. It was hard to read the expressions on a lot of Ben's aliens but when XLR8's mask was down he looked a lot like a normal person.

"You fucking," Ben sped towards him inch by inch unnecessarily fast but it did the job of freaking the man out. "Shit-faced, cunt," Gwen's jaw dropped and the cameraman turned off his audio since this was being live broadcasted around the country. She saw him take another step closer and then a beep of red appeared. Without pausing, Ben sped forward knocking the man out, and ran home as fast as he could making it almost all the way but slowed down so he wouldn't tumble on the pavement right at the start of his block.

Gwen flipped off the television and went upstairs to look out her window for her cousin but he wasn't at his front door. After looking around for a second and accepting that he was probably already home, she almost turned around. It was when she started turning her head that she saw him. Right in the center of the street was her doofus cousin walking down the solid yellow lines.

What had he done, Ben couldn't stop thinking about it as he walked down the pavement. His own actions led to that man being shot. Never before had he seen that much blood when he wasn't dreaming. He'd made it the entire summer without killing the bad guys and no one was ever hurt while he did it. Sure the man was robbing a bank, but that didn't mean he deserved to get shot like that.

Every step he took slowed down as he approached his house. Ben stood there and was deciding whether or not to go inside, he was only gone for fifteen minutes. If his dad asked it wouldn't really matter to him in comparison. He didn't even care, he didn't turn to face his house, he just stared down at the yellow lines. After being there for ten minutes, even after cars whizzed by him shouting at him to get out of the road, he finally turned back around and just walked back down his street. If Carl wasn't expecting to see him until night then he was going to wait until night-time to come home. Being in his house annoyed him more than it annoyed his parents and that was saying something since they constantly told him to go away.

Gwen really wanted to go outside and talk to him. She wanted to shout over and tell him it wasn't his fault, but she was glued to her chair in her room. There was a pile of papers on her desk and she looked at them knowing that she was supposed to do them. _He's still acting like it's summer,_ she was trying to get back into school mode but how was her homework more important than stopping bad guys, or helping her cousin.

After thirty minutes of debating with herself whether or not to go look for him she decided to just text him first. Pulling out her phone she found Ben's number and saw that she'd almost never used it. She didn't even know if it was his anymore since she couldn't remember the last time before the summer that they talked to each other. **Hey Ben I saw the news, you want to talk?**

Ben was lying down in the park two blocks away from his house on a bench when his phone buzzed. He only had it for emergencies that he could handle now anyway. He wondered why he even carried it with him because besides having no games, not even his parents ever texted or called him. Pulling out his phone he saw the message and stared at it his mouth slightly agape before smiling and replying, **Sure, I'm in the park down the street to your right.**

The orange haired witch looked back at her phone and then at her clock, she had time until her parents were supposed to be home. She had a lot of time actually, but there was the nagging doubt in her mind that maybe they'd come home and see her not there and she'd get in trouble. Whatever happened, she did not want to get in trouble. Answering his text she sent back, **Can't leave, doing homework. My parents are coming home soon anyway. We could just text, **she almost said, 'or come over to my house,' but then thought better of it after the close call the night before. She pressed send and stared down at her phone for a long time.

Back at the park Ben read the text and checked the time on his phone knowing that her parents were not coming home _soon._ He didn't respond and laid back down on the bench sadder than he was before and fell asleep because of his lack of it the night before. When he woke up it was dark and he grabbed his phone to check what time it was. He was shocked not because it was already nine, but because of the notifications that appeared on his screen as he pressed the home button. He had twelve messages from Gwen and a voicemail from ten minutes ago.

He quickly read through the texts and then listened to the voicemail. His cousin was whispering because her parents were downstairs but that she'd even risk calling was good enough. "Ben, answer your texts. I wish I'd gone to the park before, but the later it got the more afraid I got of leaving. 'Gwen dinner,'" Ben heard in the background, "Okay, I've gotta go, if you want I'll be at the bus stop twenty to nine so we can talk then. Sorry Ben, it wasn't your fault." As the message ended he pulled back the time bar so he could listen to the last sentence again. Ben listened to the repeated part of the call over and over.

As he walked home he felt guilty again and he pulled out his phone and replayed the voicemail. Every time he heard it coming from Gwen's mouth, it was like truth being told. He spent the rest of the night like usual but when he went to his room at eleven thirty, he didn't go back downstairs. Instead he sat on his bed watching Gwen do homework late into the night before putting down her pencil and reorganizing all her materials. Right when Gwen was about to turn off the lights, she turned out the window and made eye contact with Ben.

Both were in illuminated rooms in their school clothes, Gwen in a different outfit from the day before, Ben in the same. They looked at each other for a couple of seconds before Ben smiled and pointed out his window at the bus stop between their houses. Nodding, Gwen turned off her lights and laid back under her covers preparing to make up for lost sleep.

The school week started on a Wednesday because it was the first week of school so when the kids woke up the next day, it was Friday. Ben woke up earlier than usual and took a shower before grabbing some breakfast and going outside around the time he usually woke up. Already waiting there like she'd been awake for hours was his orange haired cousin who smiled as she turned to see him.

"Hey Doofus," Gwen started as he approached. Ben munched down his poptart fast and realized he had no drink to wash it down with but he didn't want to run back inside now. The boy cousin looked at Gwen and she put on a solemn face, "about yesterday."

"It's okay Gwen. I remember all about your dream. Schoolwork comes first," Ben said in a teasing way but he didn't know how wrong he was.

"It's not that Dork, I just, I was scared." The fact that she just said those three words together was enough to rattle Ben. Even in this instance as she talked about her studying time decreasing. _That nightmare wasn't all about the grades, she's afraid of her parents._ Ben didn't really know his Aunt Lili or Uncle Frank very well but he had high opinions of them. Not only did they buy their daughter clothes, but did her laundry, made her food, all sorts of things. The only times he'd ever seen them were on Christmas and sometimes Easter but he'd always get an awesome present or the best chocolates.

For the first time, like he did in Gwen's dream, Ben saw what her parents might actually be more like. She was looking at him waiting for a reaction as he stared at her thoughtfully, "Scared of what?" He asked innocently enough. Ben didn't know what she was afraid of, even in her dream they didn't seem so bad, only, yelly.

_Scared of What! Scared of what?_ Gwen's face turned irritated then calmed down as she lost eye contact with her cousin. _If I had gone to the park and got caught what would happen?_ "I don't know," she started as she stared at her feet, "and that's half of it, not knowing what I'm scared of." All of a sudden Gwen realized that she was supposed to be the one talking helping him and changed the subject, "Ben, about the bank..."

The boy's face darkened, "Don't."

"But yesterday you said," Ben interrupted her again but more sternly.

"He died," Gwen took a step back and looked at him as he turned his back to her. "I checked this morning, he died from the wound in the hospital last night. And it's, it's," he was struggling to get the words out, "It's all my fault."

"No it isn't," she said louder than he was talking and his head snapped up. No matter how many times he listened to the voicemail, saying it face to face was a million times better than listening to the call a thousand times.

"How can you say that? You said you were watching, I could have ended that in a couple of seconds." Ben looked angry but it wasn't directed at his cousin it was all at himself. "If it wasn't for me he'd still be..."

"Stop it," Gwen cut him off again. "It's his fault for robbing the bank, it's his partner's fault for shooting him, it's even the cops fault for not ending the crisis before you even arrived. It was not however, your fault."

"But I," he whispered but she wouldn't let him speak.

"We're ten year olds, this wasn't your fault." Her words seemed to be getting through to him as his head started to lift up and he made eye contact with her and then saw over her shoulder the bus coming down the street.

"Thanks Gwen," Ben said and they looked into each others eyes for a few more seconds before turning around at the same time and humphing. "You're still a Dweeb."

"That's not that big of an insult coming from such a Doofus," neither of them looked at the other while they spoke but they were both smiling from ear to ear. After getting on the bus and sitting there for a couple of minutes Gwen continued while looking away, "Next time I'm coming with you."

"No," Ben responded. They glared at each other angrily for a second.

"I wasn't asking your permission Doofus," she retorted.

"And I'm still saying no, you'll just get in my way," he didn't remember Gwen or his Grandpa being in his dream but if they'd seen it they hadn't said anything yet.

"If I was at the bank we could have stopped them all before anything bad happened, with me there..."

"That's never going to happen again," instantly the tone of the conversation changed. "I don't care about the camera, or people knowing that I, or even the aliens, saved them. If I stay anonymous forever and no one else gets hurt because of it that's fine with me. I don't make the same mistake twice," he said the last sentence with such assurity that Gwen believed him, but that didn't mean she agreed.

"You're wrong," he looked at her confused, "even if that mistake doesn't happen again, there will be times when you can't do it alone. You'll need my help if there's an actual bad guy and not just some normal humans."

"You'll only slow me down," Ben went back to his happy attitude that he always had on. He was grinning like a madman and was great at hiding how he actually felt but Gwen could always read him like a book.

Ben didn't really know what he was saying, she was probably right after all. The number of times he was right and she was wrong were slim although vice versa, Gwen almost always outsmarted him. If she thought her being there would make things better, then maybe it would. Besides, he didn't like being alone, he realized that over the last few days where he'd barely spoken when it wasn't to Gwen. Only when he was talking to her was he having fun, everywhere else he was just getting by. Over the summer they couldn't get him to shut up but back home he was one of the quietest people he knew.

Gwen spoke up again, "You might be right." Ben was surprised, _I am?_ "I might slow you down, but wouldn't you rather do this together, like we always did? From the first night you got that watch, me and Grandpa were always there with you but he's gone now, don't do this alone."

_What am I saying, what happens if something goes down and my parents are coming home? What if he comes over and tries to get me to go with him?_ "Alright," all doubts in her mind were suddenly vaporized as she saw that the fake groan on his face was the first time he was really smiling all morning. "But I'm in charge," the bus started slowing down as it pulled into the school.

"Ha, yeah right. If anything I'm more qualified to be the leader, but I guess I'll settle for being partners?" She held out her right hand as the bus was about to stop and he knew he didn't have much time to think about it but he didn't need a lot.

"Partners," he reached out his hand and shook hers back.

**A/n Hope you enjoyed, Reviews welcome!**


	3. Chapter 3

I don't own Ben 10.

The first week of school ended as it started, uneventfully. Neither Ben nor Gwen took the bus because Gwen joined the journalism club and Ben decided to walk home.

As Ben walked inside he was planning on watching the news until something happened so he could run and get Gwen and they could go. When he got home however, he heard his dad on the phone in the other room. "Yeah Dad, that sounds great," _Grandpa?_ Ben stepped into the kitchen and listened in to the adjacent room where his dad was talking. "I'm looking forward to it, I think he's missing you already. Hahaha, yeah I'll tell him, bye," The boy heard a click on the phone and headed into the room.

"Was that Grandpa?" Ben asked as he entered the room. Carl had a smile on his face and had a quarter empty beer bottle in his hand. His dad looked at his son and then at the bottle before walking past Ben and putting it back in the fridge.

Carl put it behind a milk carton and rearranged the contents of the refrigerator so it was well hidden. "Yeah son, he's going to be coming over for lunch tomorrow. He's having some trouble with his RV," Carl's face turned slightly sour, "he wants _you_ to help him fix it." Ben pointed at himself confused as if he'd heard his father wrong but he was happy that Max was coming to visit so soon.

"Did he say what needed fixing?" Ben questioned his father who thought back earlier on in the call.

"Yeah, something about the new accelerator. I didn't really understand what he was saying but he'd said you helped him all the time during the summer, fixing up that piece of shit he drives around in." Ben winced at someone calling the Rust Bucket that after all his adventures. He thought of it as a second home, no his real home.

"That's cool, I'm going to go get my homework done now so I don't have to worry about it on Sunday." Ben loved it when his Grandpa came over because not only did he love his grandpa, but when Max was around his dad was always a lot nicer. Even when Max wasn't in the room he was in a good mood, _It's probably because Grandpa was never there when he was a kid. Wait a second,_

Carl looked up at his son who had frozen halfway up the stairs and grinned as he walked over to the couch. _Never thought you'd amount to anything but doing homework on a Friday, Gwen must've gotten to you._ He kicked back and relaxed knowing he'd have to go to work and request the next night off in case his dad stayed longer than expected.

Ben started walking again slowly to his room, but he was much more worried than he was a minute ago, _new accelerator, news accelerator, News XLR8!_ If Grandpa had seen the news he knew that Ben had messed up big time and he was disappointed in him. Ben had actually meant it when he told his dad he was going up to do his homework but now he laid in bed staring at the ceiling. The boy hated it when his grandpa got mad and sometimes the man would bug out over little things. With something like this... Ben didn't want to think about it.

After a while, Ben realized that he hadn't checked the news since he got home. Putting his homework out he rushed through it and since it was the weekend, teachers went easier on him. It didn't take him over ten minutes to do all of it before he headed downstairs and into the living room.

Carl was in the back room, his office, where one of his normal clients had called regarding a job his guys completed the month before. The ten year old was relieved and kept the volume on the tv low as he changed the channel around a couple times. After watching almost every channel he could think of, Ben almost decided to give up but then he remembered the call with his grandpa. _If I do something great maybe it could cancel out the bank._ As he thought it he meant it to be just for not getting scolded by his grandpa, but by the end he really needed to go and save someone to ease his conscience.

After staring at another anchorman talk and laugh for close to a minute he was about to switch the channel again but one of the news people stopped laughing. The lady on the right of the host was grabbing her ear where there was apparently a hidden headset, "This just in, breaking news story." A fancy animation of the words, 'Breaking News' swirled and stopped covering the screen. Ben leaned closer, "Raging infernos threatens to spread throughout California drylands. Already hundreds of properties have been destroyed but the fire is moving too fast for the firefighters to fight it. At the moment we have no casualties to report but the area covered by these fires are too widespread for a complete evacuation." A map of the far west state appeared on the screen with little red dots near each other. "It seems that the fires started here in the dry forests, but within one hour look at how far it has spread." The little red dots tripled in size and were just north of Sacramento. _It's hero time._ Ben almost slammed his watch then and there to get across the country and stop the fires but he realized he'd made a promise that morning. _Partners._

The first meeting of the journalism club was short and Gwen started walking home only an hour after school ended. She was outside the school and just stepped onto the road when she saw him running down the street. "Hey Gwen," he shouted and she spun around hoping no one was around. Most of the other kids were driven home and those who weren't, hadn't been outside when Ben shouted.

"What is it Doofus?" she hissed quietly as she met him halfway to put some distance between them and the school.

"Well, I remember how you said you wanted to help. Time to help," he extended his hand and she looked at it. On his extended wrist was the Omnitrix in all its glory and as she looked she couldn't wait for the thrill of being in a dangerous situation again.

_My parents won't be home for hours, but if anyone sees the news,_ "I've got it," she said and ran past him with his hand still in the air.

"Wait, where are you going? I'm going to leave without you, there are people who need our help right now," Gwen stopped running and looked back at Ben. If they were on a tight schedule then it would probably be better if he just took her back anyway. She never minded when he'd grab her and pull her away from danger but letting him carry her back just to save time didn't thrill her.

"I need to go home first, just go speedy and bring me back and we can leave in the next two minutes." She said and he looked at her hesitantly, "You're wasting time, just do it dork."

Ben found XLR8 and slammed his palm down on the watch. When the light stopped he looked at himself and buzzed, "Not Stinkfly, I said XLR8!"

"Whatever let's just go," Gwen called over while grabbing her nose. _Why did it have to be him._ Ben flew towards her and picked her up as he flew straight to Gwen's backyard where he landed. He waited outside for a minute, then it got close to two and he was about to shout for her to come back out when he saw her step out of the sliding glass door.

Gwen stepped out in an all black tight costume with a black mask that had purple highlights. There was a purple sash that was also wrapped around her waist and she stepped out grinning, "Lucky Girl?"

"Hey people will recognize me. It's not like anyone will recognize you when you look like that, oh wait yeah they will." If bugs could growl Stinkfly did before rushing over and picking up Gwen with two of his arms. He lifted off and started flying fast towards where the sun was starting to set.

"It's not like Chicago where I've only got to go a couple miles, we're over two thousand miles away from Sacramento." Gwen looked up partially to get the sun out of her eyes and in part to stare at her cousin.

"You know this how?" She knew California was far but not the mileage.

"I'm good at geography. What, are you surprised?" he laughed as he sped up.

Gwen felt the wind rushing into her faster and was glad she tied those purple loops around her head to keep her mask in place. "To tell you the truth, yeah I am," she shouted over the wind, and moving an arm up to block some of it. "What's the emergency anyway?" She realized she'd completely forgotten to ask why she was coming to California with him but he seemed in a rush so she didn't ask before.

Ben saw a plane up ahead and talked as he flew fast up next to it, "There are wildfires threatening to kill a lot of people so we've got to stop them."

"That's going to be tough," Gwen paused and looked inside the window of the plane next to her. Ben slowed down and she stuck out her tongue at the person inside the window who fainted at the sight of the girl in the giant bug's arms.

After Ben cooled down from laughing and lowering closer to the ground he asked, "Why's that?"

"California has this policy where they put out every fire and after they do so for so many years, a lot of dry, _flammable,_ material builds up. That's why sometimes letting those fires burn out themselves is a good thing, it's very controversial." Again Ben was baffled at her extensive knowledge on seemingly random things. She was noticing they were getting closer and closer to the ground until they were flying just above the tree line. "Umm, Ben. In case you haven't noticed, my feet are brushing the tips of the trees."

"Yeah about that," he started and Gwen looked up. "I think I'm just about out of time," her jaw dropped as he said that and the symbol on his forehead blinked red. "Here we go," he flew down to the ground and tried to slow down as fast as he could.

"This is impossible," Gwen said as she stood up and patted some of the dirt off her clothes. Ben had changed back a second before they were going to land and both of them fell on their butts. He was looking at her confused, "There is no way we can make it that far, put out a giant raging fire, and get back before my parents get home."

"Gwen,"

"We should just go home, what can we do to fight fire anyway? We're going to get there and the firefighters will have already put out the fires and we'll have gone all that way for nothing."

"Gwen," Ben said again only louder.

"I don't even know where we are right now, who knows, maybe Stinkfly didn't even get us out of Illinois."

"GWEN!" Ben screamed and it echoed throughout the forest. She shut up and looked at her cousin who was sitting on the floor where he landed. "We're going to be fine. You'll make it home before your parents, we can help, and we will make it there the next time I transform."

"How do you know?" she asked worried, "How can you be so sure?"

"They need our help, that's how I know we'll make it. The news people said that the firefighters can't do anything to stop it," Gwen looked at the floor knowing that he was right. "It's up to me, and you to stop this fire because we _can _do it. If we can go to space and save the universe, then we can put out a tiny fire can't we?" He stood up and they stood face to face only inches apart.

A noise was heard from Ben's wrist but he didn't look down he just spoke three words, "You do it." Ben twisted the knob until the picture of XLR8 showed and the watch popped up preparing to be slammed down. The boy held it up to his cousin who stared at him like he was from another planet.

She'd never done it before, he would never have let her during the summer if she'd asked. But he was asking her to now, _I always make fun of him for messing this up, please don't let me fail._ Gwen raised her hand and slammed it down on the watch and Ben glowed green for a second.

"Good," she opened her eyes and saw the blue and black alien in front of her. It hissed again, "Now let's go." Without a seconds hesitation they were off like the wind in and out of trees until they reached some uphill terrain which Ben sped right up and right back down like it was nothing. Gwen could barely tell what was going on around her as she was given a piggy back ride across the desert. After crossing they were in a different type of place with shrubby vegetation and small trees around them.

Ben was pretty sure that if he travelled straight west he'd come right upon the fires but he didn't see any. He started to worry Gwen was right and somehow they put out the fire without them, which wouldn't have been so bad but his speech would've lost all meaning. "Over there," Gwen shouted and pointed as Ben stopped and he looked up in the air. Huge pillars of black smoke were rising in the distance that Ben had mistaken for storm clouds.

He rushed towards the fire until he was only a hundred feet away from the edge of it. They were right, it was an inferno. The flames towered above everything around them and carried high up into the sky well over the tops of the trees which were much larger than the ones they'd been running through. Gwen hopped off and they both marveled at the sight of it as it looked like it covered everything in front of them for miles on either side.

"Tiny fire?" Gwen repeated from Ben's speech and he realized he might've underexaggerated. The trees the fire was burning were scattered and became less dense the closer to Ben and Gwen they got. It looked like the inferno had just burned through a forest and into the... "Oh no," Gwen started backing up as the fire moved a little closer. Ben turned to her and was about to ask what when he started beeping red again. He turned back into his normal ten year old human self. "This area, we're in a chaparral," she saw the blank look on his face as he'd never heard the word before, "It's going to spread fast as soon as it hits us."

The boy looked back and saw in the distance some houses in a suburban area and beyond that he saw the skyscrapers of what he suspected to be Sacramento. Ben turned back forward as the edge of the dry grassy area they were standing in lit on fire. As Gwen thought, the brush ignited instantly and within a couple of seconds, the entire brush line was burning and moving towards them. "Umm, Gwen," she looked at him as they started backing up, "RUN!" both of them turned around and started sprinting towards the houses.

Ben could feel the fire closing in behind them and looked forward seeing that it didn't look like the fire was going to run out of stuff to burn anytime soon. There were some cars in the distance screeching away from their houses as people gathered up as much of their belongings as possible. "If you know a spell that uses water now would be agreat time to use it."

Mid-step Gwen called back, "I can't make water but if there's a water source I can make a spout." She'd only practiced on water bottles and every time she did she lost control and water went everywhere, but there was no need to tell Ben that.

The orange and black haired kids raced through the brush until they reached the outskirts of the desolate suburbs. Once they got on the pavement they turned around and saw the fire was racing towards them.

"There's a river around here somewhere," Ben shouted as he spun around. Gwen looked at him as he twisted his head but she didn't see one anywhere. "The Sacramento River is pretty big I don't know how we're missing it."

They had more pressing matters as the fire caught up with them and started engulfing the houses on the side of the street they'd just come from. "We can't let it get to the city. Even if the people here were able to get out, there's no way the entire city evacuated in a couple hours."

"Alright, I know just the bug to put out these flames," Ben lifted his watch that was newly lit up green and slammed his hand down.

"I know it's not your fault... But Wildvine!" Gwen screamed as a giant plant appeared where Ben was standing.

"What the," Ben looked down at his extended arms and back at the fire. _I do not want to get near that_, flames flew all over the place and were getting across the street as the fire found more and more fuel. Down the street a car burst into flames and exploded. "Let's go Gwen," Ben grabbed her by one vine and moved fast down the street.

"Not to be annoying or anything, but aren't we here to stop this not run away from it?" Gwen shouted as the fire was on either side of the street now. They were going fast down the yellow lines in the center of the road to stay away from the heat.

"What do you want me to do," Ben said in his wispy voice, "In case you haven't heard, fire beats grass."

"HELP!" Just as they were about to get out of the fire zone they snapped their heads. The last house to light on fire was spreading fast but on the second story they saw a woman sticking her head out the window. The inferno had already spread past the front door and was moving up the wall. She screamed again as she pulled her head back in the window and slammed it to block the heat.

"Ben we've gotta do something," Gwen said and he looked at her with his eye before sighing.

"I can't," he said.

"But I can," she said it without thinking. Gwen had no idea if she could do what she said but with Ben being his most vulnerable alien in this situation there wasn't much else he could do.

"No Gwen, we should just wait until the watch runs out..."

"And then wait for it to recharge too? By then you and I both know she'll be dead. I have to do this," Ben might've told her no again if he didn't see the determination in her eyes. She needed to do this.

"Go, quickly. If you're not out in two minutes I'm coming in after you," they both knew what that meant for him so without another word, Gwen was off for the house.

As Gwen got close to the door she muttered some words and a gust of wind pushed some of the flames around the door away and she dove into the already charred thing, smashing it inward. Behind her the flames rose again and started moving into the house but she'd seen the stairs and was sprinting up. "Where are you?" She shouted and tried to hear over the flames and cracking wood.

"I'm," cough, "over," cough, "here."

Gwen ran down the hallway and into the open door where she saw the woman crouched down on the floor. Both girls had their hands over their mouths but it looked like the older lady was suffering from smoke inhalation. "Come on we have to get out of here."

"No," she coughed a couple times into her arm. "My daughter, get my daughter," the woman pointed at the door and Gwen saw her hands covered in burns. _She must've tried the knob herself, _"It came so fast, I heard it was coming but I thought we ha more time." she fell on the floor in another fit of coughs and Gwen ducked down before taking a deep breath.

"Hold on," Gwen didn't even try the knob and instead just lowered her shoulder and rammed the wooden door. It splintered but didn't break through so she tried again. This time she put in more strength and toppled over with it. Gwen wasn't expecting to fall and gasped, accidentally breathing in a lot of smoke. Managing to we feet while coughing she tried to look around the smoke filled room. Coming from the corner of the room she heard a whimpering cry and ran over trying to see through the smoke. She stubbed her toe as she ran across the room and was holding her breath as she looked down into the crib. Inside was a beautiful baby wrapped in a pink blanket. _Don't worry, we're making it through this._

Gwen took the baby up in her arms and walked back into the adjoining woman's bedroom. She managed to lift her head and saw Gwen with her crying baby in her arms. "Jenna!" the woman pulled herself to her knees before hacking up as the smoke was now in the entire room and Gwen looked up as she heard the roof creak.

"We've gotta go now," she said with her face pressed to the ground so she didn't breath in smoke. Gwen grabbed the woman by the hand and lifted her up while turning to the door frame. Where she came in from was now engulfed with flames and her escape route was gone. She did a three sixty of the room trying to see through the fog at another exit point when a piece of wood fell from the roof covered in flames and almost crushed her and her passengers. The fire was making its way from the hallway into the room and the heat was getting worse. Gwen sized up the woman hunching next to her and figured the woman was small enough. "Grab on," she said as she stepped back away from the window. The lady stared in shock as Gwen motioned for her to hop on her back. Gwen was still holding the baby now tucked in with both arms as to protect it.

"You can't," the woman felt a burning sensation and figured it was no time to argue. She hopped up and sat on Gwen's back trying to make herself light as possible. The girl was more than happily surprised that the woman was on a diet and she was already a strong girl for her age. _Here we go,_ Gwen sprinted forwards and dove into the glass window side first and it shattered as she flew through it.

_It's been too long, something must've happened. I'm going in,_ Ben took a step forward as he saw the second floor window the woman was at before explode out towards him. "Oh no you don't," two vines flew straight up to it and grasped the bodies in the air before bringing them straight to the street. "What were you thinking?! You could've been killed," Ben shouted as he looked down at the girl in front of him. She looked up and for the first time he realized there were other people with her. The woman on Gwen's back jumped off seemingly unharmed but she coughed a couple times as she did.

Gwen then turned from her cousin and unwrapped her arms before carefully handing the woman her child who was no longer crying but staring in wonder at the magical girl and tree person. "Thank you, thank you so much," the woman started stumbling backwards at the sight of Ben and then sprinted down the street that was still undamaged by the fires.

Ben looked up and saw three helicopters fly over their heads and two of them started releasing streams of water down onto the inferno down the street from them but nothing seemed to happen. All the water was doing nothing up against all the tremendous amount of fire.

Since leaving the building Gwen hadn't looked around but now as she did, she saw how bad it got in a matter of minutes. All the buildings around them were now ablaze and the flames were so high she couldn't see over them. Ben lit up red and blinked a couple times before turning into a normal kid and sighing in relief. As a plant it felt much hotter than it did as a kid and it still felt pretty damn hot. "Now what are we going to do Doofus?" Gwen asked looking around.

"I don't," Ben turned down the road and saw a car coming towards them. "Who is that?" The red sports car was going a hundred miles per hour down the suburban road but thankfully it was flat and the guy saw the kids standing in the middle of the road.

It pulled up right alongside the two kids and the front window rolled down, "I don't know why you kids are still here but get in." Both of the back doors opened by themselves upward and Ben admired how cool it was before chasing after Gwen to get into the car. "It's a good thing I found you kids, I don't want to think about what would've happened if you'd stayed here."

The car started racing off and the kids looked out the back window, "Wait the city's back that way." Gwen told the man. He was in his mid-twenties wearing a pair of sunglasses and a tank top that showed he'd been working out. "We need to get to Sacramento."

"No you don't," the man said without turning around. "I just made it out of there, every road is clogged up with cars that got in accidents. There are ferries coming in and out trying to get people out of there and the evacuation centers are overflowing with people trying to get airlifted by the helicopters."

"No you don't understand, we _have_ to get back there." Ben stated calmly and the man turned his head at the little boy and girl in a weird cat costume.

"And why do you need to do that?" the man asked weirded out by the kids' looks.

"Because we're going to put it out," the kids said at the same time and the man jolted the car to a stop. Gwen continued, "I know it sounds ridiculous and I don't blame you but either we get out of the car now and run there or you can drive us and save us some time."

"What are you talking about, 'put it out,' the fire fighters can't even stop this thing, what makes you think you can. I can't believe I'm having this conversation," the man looked at Gwen as her hands glowed purple and the stick shift went into reverse. _Holy fucking shit,_ the man pressed down hard on the pedal before turning the wheel. "Okay that was pretty cool," he shouted as he slammed down on the accelerator back in the opposite direction. "But how do you plan on putting out a giant fire with that?"

"Do you know where the Sacramento River is?" Ben asked. The man stared at him like he was from a different galaxy.

"Where did you kids say you were from?" he asked without slowing down the car and the kids saw the house they were at before pass by their windows.

"It doesn't matter," Gwen said, "just get us to the river."

"Actually thanks for getting us this far, I'll take us the rest of the way." Ben said as he pulled out his now green watch. Ben twisted the dial and prayed as he slammed down.

"What are you doing back there?" the man checked his rearview mirror and freaked out as the back door was open and a giant green bug where the boy used to be grabbed the girl and they flew out the window. "Ahhhh!"

"Thanks for all your help," Ben called back before laughing like mad at the man's reaction. The car stopped behind them and the man rubbed his eyes before spinning around and driving as fast as he could out of there. _I'm hallucinating, it's the heat, that's what it is,_ he looked into his back seat and saw the back door still open so he pressed the button on his dashboard and it automatically shut as he shivered.

Now that Ben was high up in the air he could see the entire main capital of California, and its river. "Ohhh, there it is," Ben exclaimed in his weird buggy voice as Gwen tried to hold her nose closed. All around the sky were helicopters and the entire river was flooded with boats getting people out of there. The flames were just outside the main city now and were spreading across trees, houses, the entire ground itself was on fire and it was moving fast.

Gwen thought for a second, "Get me over to the river, then go try to stop the fire from getting into the city." Ben did as she said, as playtime was now over. He lowered down from the sky on a crowded street where everyone was panicking even more because some creepy alien just landed in the middle of them. The street was bordering the edge of town and the river that the fire was all the way up to now.

"Gwen," she looked through her mask at her alien cousin, "be careful." she nodded and disappeared off into the crowd towards the river. Ben lifted back into the air and from high up in the sky he could see everything. The extent of the fire was amazing but he noticed something. Far back he could see where it ended, it was crazy high and burning hot but it was burning through its fuel fast.

Ben went to the closest street to the flames and saw as fleeing people ran away from the flames that were coming close now. The closest building to where the fire was coming from looked like an apartment complex. Some people were still running out of their buildings and Ben had no idea how many people could still be inside until he heard a voice coming from the door.

"Everybody out, go go go," the door opened and a large man stepped in holding it open. A teenager rolled a woman in a wheelchair out of the building while they were both staring just like Ben at the huge man. The tan skinned, jacked individual turned around and saw Stinkfly standing there on six legs with its mouth wide open in a smile, "and who are you supposed to be?" the man said in a thick Austrian accent.

"I'm B- I mean, Stinkfly. Are you..."

"Yes, it is I. Arnold," Arnold Schwarzenegger replied and Ben almost giggled. "If you're here to help, then go to those two buildings, I haven't cleared them out yet. I may not be the governor anymore but this is my state, and I'll protect these people with my life." Ben couldn't believe that his hero was actually being a hero and nodded his head quickly to the man.

"Sounds like a plan, wait where are you going?" Arnold was running the other way for a different building.

"Don't worry," the man turned around and he put on a straight face while looking at the bug who was clearly excited to meet him. "I'll be back."

Ben almost screamed as he watched Arnold put on a pair of sunglasses and ran away from him. _That was the coolest moment of my entire life,_ he continued staring after the former governor and actor for a moment before snapping out of it and flying up in the air to the building next to the empty one. The boy alien flew all around looking in every individual window starting at the top floor and after a couple flights he smashed through and grabbed some people who had been trapped by someone who dropped something in the hall jamming their door shut. Ben grabbed the mom and kids first then went back up and grabbed the dad before carrying him down to the street and his family. "Get out of here now," he shouted and the family booked it down the street.

Over the apartment Ben saw the fire right outside and screams started sounding from all around him. _Gwen where are you?_

The ten year old girl, after being dropped off by the stinky alien, was now down at the river. Groups of people were attempting to swim to safety but the river was too wide and crowded with boats to cross. The wakes from the boats were making it impossible for these people who couldn't make it halfway.

"What are we gonna do?"

"We're all going to die!"

"Help!"

Gwen was trying to concentrate but everybody was panicking around the shoreline. To make things worse, she could see the fire down the shoreline burning all the way up to the river bank. _How can it be this bad,_ she wondered as she watched the flames start burning a building in the distance.

Paying back attention to the task at hand Gwen thought hard about the spell. It wasn't one of the simpler ones and she'd thought she might need it so when she got changed she shoved the spellbook into her pants. Pulling it out she flipped the page until she found it and started staring at the water. She concentrated, drowning out the noise of everyone around her and she repeated the words. "Aqueous rotatum, aqueous rotatum," some of the people around her who weren't blindly panicking started staring at her as she walked into the raging river.

All around the black clad little girl, water started swirling in what looked like a whirlpool. _I can do this, I need to do this,_ the people around her started stepping back as instead of dragging her down, the spiraling water started to lift off of the water level. Gwen rose with the water as the funnel spun faster and rose higher. Some of the boats around her started to get pulled in so she tried to move as she floated up higher.

She was now ten feet off the ground and getting higher as the spout of water started moving away from all the people and the boats as it moved upstream towards where the fire was. _I'm doing it, I'm doing it,_ she stopped repeating the words but she was in complete control now as she made the water carry her higher up in the air.

Ben was flying around rapidly trying to put out all the flames as they touched the building by smothering them with his goop. Going fast up and down the fire line, he spat his mucus on the ground covering the entire line where the fire ended slowing it down briefly before starting back up. "I don't think I have enough slime to keep up with this."

The boy watched as the green goop was overcome all over the perimeter at once with a gust of wind. The flames were fanned and they attacked multiple buildings at the same time, many of which he'd cleared out but some definitely still had people inside them. There was nothing left to do, he was running out of time with Stinkfly and there was no sign of Gwe... _Oh my God._

Ben's head snapped down the line all the way to the river where he saw a humongous tower of water rising higher every second. On top of the spout Gwen grinned, _this should be enough._ She knew that she needed more than necessary because she wouldn't be able to pick up more water along the way. Now the swirling vortex of hydrogen and oxygen moved out of the river and up onto the land. As soon as the water touched the land steam rose like crazy all around.

Smoke became steam as water sizzled it all out and Ben flew over to his cousin atop the giant tower of water. Gwen's water spout moved down the entire edge of the fire that had already been stalled a little by the giant bug but was now getting soaked in water. They were stopping the fire there and Ben could see that the fire, although still huge, was not very wide as it had burned through much of its fuel far back past the suburbs and only had a couple hundred yards between the two sides of the fire.

In the sky all around her, helicopters were flying around dropping gallons and gallons of water on the flames and for the first time it was having an effect. Now that Gwen was steadily moving down the fire line, Ben found the isolated spots where the inferno broke through, and he put them out without a chance of them re-emerging. Ben flew over to his cousin and yelled, "Wow Gwen, I never knew you had it in you."

"Neither did I," she shouted right as the red light flashed on her cousins forehead. _Uh oh,_ she looked around as she moved her water tower farther but it was noticeable that it was only half the height of what she'd started at. "Grab on!" she shouted and moved the tower closer to Ben who started flying closer to her. Right before they met, Ben changed back and started falling.

"Ahhhhh, gurgle," Gwen moved the tower fast and absorbed Ben. He was spun around like crazy and was trying to hold his breath as he was spun around the spout.

_I stopped him from falling to his death, but now he's going to drown,_ Gwen looked forward and saw there was only a little farther to go before everything on this side of the fire would be wet. The blaze would be trapped between the stuff it had already burned through, and stuff that was too wet to set on fire. It wasn't much of an option, she knew Ben would want her to put the last of it out, but he was too important to her for her to be the one who killed him. As fast as she could, she decreased the height of the tower and lowered towards the ground.

_Don't do it Gwen! Finish what we started,_ Ben was slowing down and he felt the ground beneath him as water continued to fall. Suddenly the tower dropped fast and the water fell faster than Gwen did. She started falling out of the air, only fifteen feet above the ground since she'd been able to make it much smaller before losing her grip on it. "Got you," Ben shouted as Gwen fell into his arms.

She was panting like crazy and what he originally thought was water, was sweat dripping all over her face. "That really took it out of you didn't it?" Gwen tried to nod but she was getting dizzy and her head went limp against Ben's chest. The boy turned towards the last bit of increasing fire which was climbing up a building and rushing across some bushes on the side of the road when he heard a loud slam.

Ben looked up at the top of the twelve story building and couldn't believe his eyes. Arnold Schwarzenegger was standing on top of the building next to a tipped over water tower. There was a huge hole in the tower and water was raining down, putting out the fire. "Wow you really did come back!" Ben shouted up the building. The movie star looked down and saw a little boy holding a girl in a cat suit in his arms calling up to him.

"What?" he questioned the boy. _I said that to the bug guy, was he there?_

_Oh shit, I was Stinkfly when he said that._ Ben kept Gwen in his outstretched arms and sprinted away towards one of the safe, empty buildings that was surrounded by so much water and wet ground that the decreasing fire couldn't even get near it. The boy waited inside for a few minutes before stepping out again now with Gwen over his shoulder. He'd heard helicopters all around him, sirens approaching from other areas as the fire became much smaller. Originally, the firefighters who weren't up in the sky, were helping the evacuation effort with the cops because there was nothing they could do. Now that it seemed like the fire might be able to be handled, it seemed like hundreds of people came to help put it out. Ben stepped outside and walked to the back of the building where the trucks had pulled onto the land behind the buildings and almost all the flames were out.

Gwen moaned in his arms so he patted her on the head. "I hope you're having a good dream Gwen, because you just saved a lot of people." He opened his watch and slammed down not even worrying about getting the wrong alien and he turned XLR8 before rushing away. Nobody saw him transform as everyone was focused on the fire that they put out the second he disappeared.

Ben made it all the way back home to Bellwood, and to his cousin's house before XLR8 was finished. Even better, it was still light out and they'd been able to stop the fire in a little under two hours. Gwen's parents weren't home, and she'd slept the entire way back. The brown haired boy rushed into the house and upstairs to Gwen's room where he placed her gently on her bed. "You did great today Gwen," he whispered to the sleeping girl.

There was a problem that he realized just as he transformed back into Ben; Gwen was still wearing her Lucky Girl costume. After all she did, he didn't think it was fair to wake her up but it was that or, he looked at her clothes on the floor. He knew she must've been rushing to get her outfit on if she didn't even pause to fold her clothes. Ben chuckled at his own thoughts and then picked up her shirt and looked at his cousin.

"_We _did great today Ben," she responded.

Gwen's eyes slowly opened as she sat up on her bed, "Oh thank God." Ben exclaimed and she looked at him weird. He was a second away from undressing her and putting her back in her normal clothes so her parents wouldn't notice when they got home. He didn't know what, if anything she was wearing underneath and he was freaking out but now that she was awake, problem solved. Ben picked up her white pants and tossed them to her as well. "You were right Gwen."

She didn't want to seem clueless but she was tired and couldn't remember what he was referring to. He obviously saw the confused look on her face and smiled, "Let me jog your memory," in his best girly voice he said, "'There will be times when you can't do it alone,' ringing a bell?" Even though he sounded like he was mocking her, she understood that he was acknowledging he needed her.

"Do you mean that?" she asked since he was talking like it was a joke.

"Of course I do," he started, "if you hadn't done that awesome water spell, the whole city could have, no, would have burned down. Who knows how many people you saved," she'd never heard him compliment her like this. She looked into his eyes and he was being completely sincere and for the first time she thought about the consequences of her actions, the positive ones. Ben kept talking, "Because of you, families are still together, people are alive, hundreds of..."

"Not just me," she said and Ben acted like she was joking. He flapped his hand at her like she was messing with him, "I'm serious Doofus. What would have happened if I'd fallen to the ground with that baby and its mom?" his face started turning into a wider smile as he was accepting that maybe he was a little help. "If you hadn't caught us, we could have all been killed, because of _you, _we saved them."

Both kids looked into each others' eyes with huge grins on their faces before they started shouting, "Although I did save a lot more people."

"You never would have even gotten there Dweeb if I hadn't carried you all the way to and from the state. You know it wasn't a short trip, where's my cab fare?"

"Ha, I think catching you with my water magic tower thingy automatically gives me a free ride on your back."

"Yeah until you fell out of your tower and I caught you, that makes us even." Gwen didn't retort after he said that and the silly banter stopped.

After catching Ben and trying to make the tower smaller, she didn't remember much else until she opened her eyes and was home. "You did?"

"Well, yeah," he said turning like it was no big deal. "And you know what else?" she listened in but Ben spun around and shouted, "I met the Terminator!" She stared at him like he had three heads, "I'm for reals, I saw Arnold Schwarzenegger saving people and he was all like, 'I'll be back,' and it was soooo awesome."

"No way," Gwen said thinking he was just making up a story to one-up her again. She wasn't really focused on that however and was just thinking about falling out of the sky, she kind of remembered falling, but Ben wasn't an alien. If he'd caught her...

"Watch the news later, I swear you'll see it." Ben said and they both chilled out for a while. Ben stood there staring at Gwen, still in her Lucky Girl costume who stared back as she laid down on her bed. Feeling like an idiot Ben spurted out, "Sorry. I'll let you change back into your normal clothes. See you tomorrow," Ben ran out of the room before Gwen could say a word.

"Thanks," she whispered after hearing her front door close. Gwen really wanted to go check out the news but she looked over at her desk and saw all the papers piled up neatly on it. She was already so behind on her work for the weekend, if she started now she might be able to finish her Friday work and not have it bleed into Saturday. _Screw it,_ she thought, _what does this matter when I just saved thousands of people? I'm going to go watch tv,_ she shivered at the notion and started out of bed and towards her door.

Gwen felt insanely sore and incredibly tired but she remembered she was still wearing her Lucky Girl costume. Realizing that if her parents saw the news and found the costume they'd be able to put two and two together, Gwen lifted the still unattached floorboard before getting undressed. It was difficult putting on the costume, but taking it back off was even harder. She unzipped the back zipper with much difficulty, then pulled her arms out of her sleeves taking her over three minutes. Afterwards she put her costume and spellbook back in the floor and replaced the board before getting dressed. The suit was too tight fitting to wear underwear with so she grabbed them too that were still on the floor, _Ben didn't want to touch them when he was throwing my clothes at me._ Gwen put on her clothes and then something hit her, he was holding her clothes and looking at her when she woke up. If he thought, if she was, if he tried, she shivered and realized why he said, 'Thank God' after she spoke.

The girl walked downstairs and into her tv room where the big plasma screen on the wall was black. She picked up the remote and turned it on and switched to the news. Ben was at his house watching the same thing with a huge smile on his face.

On the screen were some confused news analysts who just came on at the hour and had been hearing about the fire until just recently. "We have breaking news for you from California," one of the anchors started. The man wasn't looking at the sheet of paper in front of him that had a whole faked emotional response at all the devastation in California because the reports he was receiving were far from disastrous. "As many of you have been following up on, huge wildfires broke out around a single point in Northern California and started spreading with the wind towards the capital city of Sacramento. Umm, Sarah with more on the story," the news woman next to him kicked him under the table while smiling at the camera.

"The original predictions for a death toll in the area was over five thousand as there was nothing the fire fighters were able to do to stop the inferno. Oh, what's that?" she said out loud as someone spoke into her earpiece. A little screen appeared behind her head to the right and she pointed at it, "A local news station had its helicopter in the sky for the entire thing, let's see some of the footage."

Ben was sitting on his couch next to his dad who was surprised his son was so interested in the story. He didn't ask, but Ben came in with damp clothes and had some scratches on his arms and face. The ten year old stared at the screen as the footage started. It showed the two helicopters next to it dropping gallons of water on the flames below and the local news reporter started shouting, "Oh the humanity. There's nothing they can... what the fu..., point the camera down there," the camera man pointed it out the side of the chopper and down at the street where a big tree thing was helping a bunch of people out of a burning building.

Ben chuckled at the sight, hoping that Gwen was watching the same thing right then. "What was that thing!?" the news reporter shouted as the camera man started getting more shots of the fire in. After a couple minutes more of the footage the camera pointed towards the edge of the city where the fire was touching the buildings on the edge. The camera zoomed in close to one building and then something flew past it. He focused the camera in and Ben saw himself again only as a giant smelly bug.

"What's happening?" Carl commented as he stared at the screen.

"It looks like those aliens are trying to save the city," Ben said innocently trying to keep a straight face. His dad grunted and looked back at the screen where Ben was reliving his moments.

Then the camera panned over to the river and the announcer started talking, "All over the river, people are taking their boats to the city and ferrying people off to the other side. Ahhhh, what is that thing?" Ben watched for the first time as Gwen's tower was created and then got bigger. All the while, his dad and the announcer were freaking out as they watched it. "It seems a giant, water, thing, has, what the," the man was at a loss for words as the cameraman kept rolling. The camera did a turn and the camera lost sight of the vortex for a minute before turning back and seeing as the tunnel moved across the fire putting it out. "Oh my God folks, you have to be seeing this to believe it, and I still don't believe it." The camera zoomed in on the girl on top and she was dressed in all black with purple highlights to her clothes. "Who is that?"

Ben looked proudly on as Gwen put out the fire, _that's my cousin._ The camera moved and showed him putting out some more of the scattered fires before moving to Gwen. _You know what, I didn't think anyone got a video of us. It's like they got the entire thing on tape, Grandpa I hope you are watching this._ Suddenly Ben's face became panicky as he remembered what happened next.

On screen he saw that the camera was focused on Gwen when the water funnel became smaller and smaller. _Fwew,_ Gwen was at her house relieved they didn't catch Ben turning back human on video. Her water tower was getting smaller and smaller and she was ignoring the guy shouting as it disappeared. For a split second, as the water crashed down under her and she saw herself fall, she realized just how high up she was. Then the helicopter began to turn again before all the water fell to the ground and she knew that Ben was still concealed in the water.

When the helicopter came back around they were both gone and the fire was getting smaller. She watched as the real fire fighters came and put out the last of the fire before rubbing her eyes. _No,_ she thought as the reporter mentioned the light but there was nothing there. She had TiVo so she rewound the news and looked at the screen but when she paused it right before the light appeared she didn't see her or Ben. Then she unpaused it and saw the green light appear from just behind one of the fire trucks. _Ben, that was way too close._

Ben was panicking as he didn't have TiVo and he just saw the green light flash on the ground from the helicopter and then the man ask, "What was that?"

He walked into the kitchen and started making himself some food as his dad changed the channel getting bored. It had turned back to the normal anchors who had time to prepare themselves during the video and were now talking about the video's validity and what the aliens could want but he'd rather watch stand up comics on Comedy Central before having to head off to work. After making a quick meal, the boy went up to his room and sat down before checking his phone.

There was one message on it, **Lucky you, they didn't catch you on video.**

Ben sighed in relief before texting back, **I know, I was hiding on purpose. **_That was way too close._

**Sure whatever dork, just be more careful next time.**

**I will.** He stopped texting her and put his phone away before looking at his papers. He'd wanted to do his homework quick once he'd gotten home so he wouldn't have to worry about it over the weekend, but now. Now he just wanted to sleep.

Gwen looked out her window and saw Ben standing in his room after she put her phone away. She saw him collapse on his bed and she really wanted to do the same, she just wanted to pass out, but she had too much work to do. With bags under her eyes, and soreness every time she moved her pen, Gwen continued working for hours.

**A/n** **Hope you enjoyed. Reviews!**


	4. Chapter 4

I don't own Ben 10.

Saturday morning Gwen woke up an hour later than usual and did her normal routine. Her parents worked on Saturdays but work only went until four and her mom also worked on Sundays while her dad always spent the day at the dojo. After morning workout, she went upstairs to get ready for a shower but when she got into her room, she saw Grandpa Max pull up in front of Ben's house. _Grandpa!_ she ran downstairs still in her workout clothes and ran out the door ignoring the calls from her dad who was reading the paper and drinking coffee in the kitchen.

"Grandpa Max!" Gwen shouted as she ran across her lawn. The old man stepped out of the RV and turned to the neighboring house where his favorite granddaughter was approaching from.

"Gwendolyn," Max said as he bent down and wrapped the girl with orange hair in his arms. Gwen looked back and was expecting her dad to be chasing her across the lawn but nobody was behind her. "If you squeeze me any tighter you'll knock the wind out of me," Max joked.

"I missed you," Gwen stepped back and smiled at her grandfather.

"It's only been a couple days honey," the gray haired sixty year old man replied looking at her funny. "Are you alright?" His little girl was looking at him as happy as she was when she mastered her first spell with his help.

"Yeah I'm fine," she replied rubbing her eyes a little before backing towards her house a little more.

"I'm actually here to visit my other son and his family but do you want to come in with me? I'm sure they won't mind you..." He stopped as Gwen looked at Ben's house with a little disdain. She hadn't forgotten the first night back, she still hadn't talked to her aunt or uncle and wasn't sure she wanted to.

"It's okay, really," Gwen backed off onto her own lawn a little further. "I've got a lot of work to do anyway. I'll see you later Grandpa," with that Gwen turned and ran back to her house only stopping at the door to wave back.

_She was acting unusual,_ Max looked at his older son's house and saw that no one was coming out to greet him. If they weren't going to come out then he'd just knock, Max walked up to the front door and knocked. No one responded. _Okay, this is getting too weird,_ he thought of a million different worst case scenarios that could have happened no matter how unlikely before knocking a second time. From inside the house he heard a crash and without delay he twisted the knob and jumped inside ready for action.

Out of every single possibility that went through his head, he didn't expect the sight in front of him.

**Carl went back to work soon after Ben got home from saving California. The boy was lying in his bed taking a nap when he heard shouting coming from downstairs. Ben looked at the clock and realized that he'd slept past eleven and his dad was already home. **_**Crap,**_** Ben pulled his pants on and without getting on a shirt he ran downstairs hoping his dad wasn't too pissed off.**

** The boy couldn't have been more wrong. At Carl's 'job' he asked to take off the next day for a personal day but he was denied by the boss. After leaving work at ten forty-five, Carl bumped into two street lamps and another car on his way home much more drunk than usual. Ben got down the flight of stairs and his father was finally getting his anger out that he had to wait until after work was over to vent.**

** All around the living room, Ben was surprised he didn't wake up sooner, his dad had torn the place apart. The tv had a huge crack in it, the lamps on the sides of the couch were shattered on the floor. There was a hole in the wall right next to the front door and Ben decided he'd go back upstairs and let his dad finish when the man saw him. "HEY," the five foot ten inches man stumbled across the room to his son. "What do, they weren't having," Carl almost fell over as he was speaking but then he saw the look in Ben's eyes. He wasn't mad, or happy, or sad, in his eyes was nothing but pity. "Don't you dare, don't you dare!" Ben backed up a step but not fast enough and was slugged right in the face by his father.**

** Now Carl didn't own his own dojo, but he had spent a lot of time fighting his younger brother, the kids at school, and part of his late night job description had fighting skills as a requirement. He didn't know what was happening until it was too late and he instantly regretted his decision. Being the proud man he was though, he wasn't going to admit it and just stared blankly as his son stood up with one hand in front of his eye. That's when he saw it, "What is that thinga magigger?" Carl reached forward forgetting his guilt and grabbed the wrist in front of him wrapping his hand around the watch.**

** Ben pulled his hand free and put it behind his back while trying to ignore the pain. "It's just something Grandpa got me," his dad was looking at him with a weird look. Ben felt a drop of water sliding down the left side of his face but he wasn't crying. No, it was just liquid from his eye that was slowly coming down his cheek until it touched his lip. **

** Suddenly Carl forgot why he was staring at his son and turned around angry once again even if the thing that was making him upset was blurry at the moment. Ben took the opportunity to run upstairs and get to his room. Without Ben there to help, Carl tried to get himself up the narrow stairs but fell both times he tried. After the second attempt he stripped down to his white underwear and lied down on the couch.**

"Dad!" Carl sat up hearing his front door open fast and then shouted. His father was staring at the room with his mouth agape. "I thought you said lunch, it's only," he looked at the tv and winced upon seeing a crack that he barely remembered making. The cable box beneath it showed the time and he continued, "Ten o'clock. I wasn't expecting you, just let me clean this place up," Carl stood up and realized all his clothes were on the floor next to him.

"What is going on?" Max said in a serious tone and Carl froze halfway through putting his pants from the night before back on. He ignored the question and continued as Max looked around the room some more in awe. The younger of the two men was now wearing a black t-shirt that accentuated his bulging muscles, and a pair of jeans with the belt still through the loops.

"If you just wait outside, I'll have the place fixed up in a moment," Carl rushed his words and then continued whispering, "Five minutes, that's all it'll take." Grandpa Max noticed the sudden decrease in volume and watched as his son held his hands behind his back as he rushed into the kitchen. Carl dropped the empty bottles in the trash and started fixing up the kitchen before grabbing a garbage bag for the living room.

"What are you doing? Why was the house like this?" Max repeated as his son walked back into the room. He could smell the liquor on the younger man's shirt and saw the booze stains. There was glass around the floor and Carl was bending down picking some of it up and tossing it in the trash bag.

Carl Tennyson had to think of a lie fast and after thirty plus years, he'd become great. "Yeah about that, I had some of the guys over last night and they drank a little too much," he saw the skeptical look on Max's face. "I drank a little more than usual too and things got a little out of hand," he wasn't lying and that was helping him as Max looked around. _There's no way one man could've done all this. I guess it was a Friday night but,_ "Don't worry about a thing. All this stuff is easily replaceable."

"You shouldn't let your house get in this condition, where was Ben during all this?" Carl almost growled at the question. Always thinking about his grandkids Max was, never about his own son. He ignored the question and continued cleaning.

A few minutes later Carl wiped his hands across each other and smiled, "All done. It's good as new," the only difference in the room was the crack in the tv which Carl tried out and it still worked fine so no problem there. "We're not really ready for lunch yet, since none of us have eaten breakfast," Carl laughed and Max did a small chuckle still unnerved by the state of the house when he walked in. "I'll go wake up Ben and Sandra."

Max was in his favorite Hawaiian shirt and watched his son walk up the stairs. He had some of Ben's clothes int he RV to give back to him but he'd just wait until later because he didn't want to go back outside.

When Ben walked away from his dad the night prior, he couldn't fall asleep for hours hearing all the noise from downstairs and being a little bit scared his dad would make his way up. Not only that but he was so shocked his dad had actually hit him that it left him dumbfounded. Yeah his dad got drunk all the time, and sure he sometimes threw things at his son, but never a fist.

Ben opened his eyes and saw his dad at the door. "Come on Ben, wake up. Your grandfather's here," Ben was startled when he saw his dad but those words were enough to lift his spirits and he jumped right out of bed. Without checking on his son for more than a couple of seconds, Carl went to his room and started talking with Sandra.

The ten year old boy stood up and realized he was still wearing the pants he threw on the night before. Grabbing his shirt off the floor he put it on and walked out his door. He was hoping he could get his change of clothes from Grandpa so he wouldn't have to do his laundry again for a while. As Ben stepped out his door he headed into the bathroom where he was going to brush his teeth before going downstairs. He looked into the mirror and gasped, dropping his toothbrush mid-swipe. While one side of his face looked fine and his eye was wide open, the other looked terrible. His left eye was squinting and just barely open with streaks of dried eye goop going down his face.

_What am I gonna do?_ Ben started to panic as he looked around the room. He heard his dad and mom outside the bathroom door and start to walk downstairs. _Mom?_ The brown haired boy walked out the door slowly and took the steps one at a time until he was at the bottom.

_Oh shit._ Carl looked at his son and wished he'd seen it when he woke the boy up.

Max didn't even take that long and the second his grandson walked down the stairs he saw the black eye. "Ben, what happened!?" the gray man hurried over to the bottom of the stairs where Ben was smiling.

"Oh this," he pointed to his eye and quickly glanced over at his father. "It's nothing, the bully at school, Cash, he gave me a wedgie from a tree and I tried to stop him." The old man looked down at his grandson surprised he didn't go alien and kick the kid's ass. "It's nothing really. Great to see you Grandpa." Ben leaned forward and hugged the bent over man in front of him. _First Gwen, now Ben, hmm_.

"How are you Max?" Both Ben and Max looked at the same time into the kitchen where Mrs. Tennyson was walking out of. Ben felt like running up to her and giving her a big hug since he hadn't seen her since before the summer but she looked as beautiful as always. Sandra walked up to her father-in-law and wrapped her arms around him in a warm embrace. "It's been too long, sorry I couldn't be there when you got here with Ben. It was a frantic day," her son looked at her still wide-eyed but she was yet to make eye contact with him.

"I'm great, you look amazing Sandra. Did you dye your hair blone?" Max made small talk with his daughter-in-law as Carl walked over to his son.

"Nice save Ben," Ben couldn't believe that was all his dad had to say. Then the man did something unexpected, he put his hand down on top of his son's head and ruffled his hair. "I'm sorry son," both men looked at each other for a second and Ben nodded before his father turned back to his dad and walked back over. Now Ben wasn't an angry child, he was actually happy almost all the time even with all the bad stuff he had to deal with. Last night he was pretty upset but that interaction with his dad was more than enough to make him smile. He only did so once his dad turned around however, he didn't want the man to see him emotional.

"Okay, where do you want to go dad? My treat," Max shook his head to try and argue but his eldest son insisted. Carl grabbed his wallet out of his pocket and swiped through his bills quickly to show his dad that he was more than able to get them some lunch.

"Well, if you put it that way..." Grandpa Max smiled and all three of the others felt pits in their stomachs.

After a lunch that the younger three Tennysons found completely undesirable they headed back home in Carl's car. Upon arriving at the house, Max requested Ben come and help him with the RV. His son offered to help as well but Max said he'd been showing Ben all summer and it would probably confuse him. Carl looked pissed by the response but faked a smile at his dad and walked inside closing the door a little too hard behind him.

"So Ben," Max said as they walked across the lawn and into the side door of the RV. Ben was dreading this moment from the second he saw his Grandpa. He looked at the old man who was staring back at him preparing to talk but Ben wasn't going to let him.

"I'm sorry, I'm really sorry," his face started to break down and distort. "I don't know what happened, one second it was all fine and then I heard the gunshots. It all happened so fast and I know what I did was wrong but I couldn't not use my powers and let other people get hurt," he hadn't stopped to take a breath yet but Max leaned in and put both arms around him in a tight embrace.

Ben's right eye opened wide. He was expecting a lecture _at the least,_ but Max just held him there in a bear hug. "It's alright, it's not your fault," again Ben gasped. After hearing Gwen say it, and now hearing his Grandpa say it, it started to actually become believable.

"How can you say that? I mean, I could have stopped it from happening, he didn't have to die," Ben was getting angry that people kept telling him it wasn't his fault. No one on the news even cared that the man was dead, they actually praised him for stopping them.

"Then what?" Ben looked up at his grandpa with a confused look on his face. "That man was the second in command to that particular gang of crooks. He escaped prison three times and each time killed a couple guards on his way out," Ben was shocked. "If you hadn't done that, who knows how many people would have died because of it. I'm not saying what happened was a good thing, just that sometimes people are beyond saving. You can't save everyone Ben. I was amazed we made it through the summer without an incident like that but we did and I thought maybe our luck would continue." The boy in front of him began to water up in the corner of his eyes. "It's okay Ben, just let it out."

Ben's eyes were filled with tears as his old man spoke. He looked up to his grandpa more than anyone and he was the biggest role model in his life. Ben slammed his head into his grandfather's chest and began to sob. He hadn't let it out for so long. From the second he saw his grandpa drive away through everything of the last couple days. Even if he didn't like his dad, he wanted the man to respect him more than anyone else and he barely ever showed fear, sadness, anything that his dad would consider weak around the house.

Max was quite surprised by Ben's reaction, the boy'd been through a lot and the old man thought Ben just wasn't that type of kid. He'd seen Gwen cry multiple times over the summer usually when Ben was nowhere in sight and she knew it was okay without her cousin teasing her over it. He'd even offered to bring her home a couple times but at the sound of that Gwen almost instantly stopped crying and shook her head pleading him to let her stay.

Ben quickly stopped his sobs and wiped his eyes clean of the salty tears. As he wiped his left he winced from the touch. "Damn," _crap,_ he was hoping his grandpa hadn't seen the wince, "that Cash kid must have a strong arm. Was that from one hit?"

"Yeah," Ben said shrugging off the topic and changing it quickly, "Did you hear about the wildfire in California?" Max shook his head a little wondering what Ben was talking about. "Oh," he sounded a little disappointed, "it only lasted for a couple hours so it doesn't surprise me. No one wants to report on it anyway," he paused and sat down on one side of the table.

Max sat on the other side and asked, "Why not?"

Ben had led him straight into that one and mentioned as if it were no big deal, "they don't like reporting on events with zero casualties that doesn't have to do with politics." Max looked at him in bewilderment. "It was yesterday afternoon heading straight for Sacramento and was supposed to kill thousands but it never made it."

"And?" the old man was more than a little confused. It was an interesting story but what did it have to do with... "You didn't." Ben started smiling wide as a look of realization appeared on his grandpa's face. "How'd you do it? Was it a big fire? Which alien did you use?" Max didn't really care about the fact that Ben had used his powers multiple times in the last couple of days and his warning wasn't really meant to stick, it was more to just remind Ben that the watch wasn't a toy.

"I went Stinkfly, and Wildvine," he held up his hand quick as Max was about to shout, "on accident." Max calmed down as sometimes the watch was just unpredictable. "But I can't really take credit for putting out the fire," Ben's smile only got bigger as Max became confused again, "Gwen put it out. She was the real hero," Max looked stunned and for Ben it was the reaction he was hoping for with a different reason behind it.

_I knew he'd be surprised, I mean Gwen? Who would have thought?_ Ben continued talking, "Yeah she was amazing, there was this huge funnel of water that she made and it was putting out everything."

In fact Max was surprised that his granddaughter was the one to put out the fire but that's not the reason he was shocked. When he saw the look on Ben's face as he called Gwen a 'hero' it was of pride. No jealousy that she was the one to save the day, not the immaturity that always came out of the competitions between the two of them. Without Gwen there, it seemed like Ben could actually compliment her as long as he wasn't saying it to her face. Max smiled, proud of how much he'd taught the kids over the summer, he couldn't imagine three months ago Ben doing what he was doing now. He was somewhat listening to the intense details about the fire but was also looking out the RV's window at Gwen's house. Inside the second floor window that faced the street, he could see the girl sitting at her desk with a pen in her hand while passing her other hand repeatedly through her hair.

"How would you like for me to stay for dinner?" Max asked interrupting the story Ben was telling.

Forgetting his sentence Ben instantly shouted, "YES." He then regained his composure, "Where do you want to go?"

"No, not go out. I want to have dinner with my kids and their families," Ben heard the s's at the end of those words and was wondering where this was going. "I'll go see if your aunt and uncle are up for having dinner with us." It's not that Ben was against the idea of having a family meal. It actually sounded pretty nice since everyone usually got along well when Grandpa was there so why not?

"Sounds great," Ben said and his old, gray haired grandpa clapped his hands together gleefully.

"Your house is still kind of messy from your dad's party last night," Ben almost laughed at the story his grandpa so easily believed, "so I'm going to ask Frank if he can host."

Ben stayed inside the RV as he watched from the window his grandpa go out over to Gwen's house and knock on the door three times before it swung open. Gwen gave her grandpa another hug and nodded a couple of times before letting him in. Max went to the kitchen and used the house phone to call Frank on his cell.

Meanwhile the younger son of Max Tennyson was in an important meeting when his phone went off. He excused himself quickly muttering curses at whoever thought it was a good idea to call him during work hours. When he saw it was his house he got even angrier thinking that Gwen had done something that could make her call him and not wait until he got home. "This better be good Gwen, I was in the middle of a... Dad? No, I was just, really? Of course we can, yeah Carl and his family can come too of course. Yeah, uh huh, alright I'll see you tonight dad, I'll try to get off work a little early." He hung up the phone and put it in his pocket. _Nice, now dad will see once and for all who the better son is._

"He said alright," Gwen jumped in the air happily. "I asked him about five o'clock and he said that was perfect. You want to come to the RV, I was thinking of driving around with Ben for a little bit?" Gwen yearned to go out there with them but she looked up her stairs at her open bedroom door beckoning her to go back in and finish her work. Her extra work for the weekends made sure it measured up for all that extra time she had and if she left now, there was no way she'd finish it all by Sunday night.

"Ummm, I've got a lot of work. Maybe I should just,"

"Nonsense," Grandpa put a hand on Gwen's shoulder. "I've got to do something fun for the big hero," she looked up at him with a huge smile on her face.

"You saw it?" she asked.

"Nope," her smile faded and was replaced with a confused look. "Ben just told me all about it, he says you saved a lot of people."

"He probably left out the times he saved me," she cut in hoping her grandfather didn't think it was all her doing. He looked at her with the same look he gave Ben, "Yeah twice he caught me as I was falling fast, I don't know if I would've made it without him." _What is going on with these two,_ he shook his head and a warm smile appeared.

"Okay, okay," he held up his hands in defeat, "but you've got to come with us. It'll be like the road trip all over again." She wanted to, oh how she wanted to go. But she knew that if she were to go outside and step back inside that rv it would be like returning to the summer and if she did that who knew what would happen.

"I can't, there's just too much work," she backed off a little and Max's face fell. He'd really thought she wasn't going to say no. He was convinced that she would have loved the idea to go with him wherever. "Don't worry," she must've seen the saddened look on her favorite grandpa's face because she stopped backing up for the moment, "I'll see you tonight at dinner." _Just go with him, go, GO,_ "See ya." She turned and ran up her stairs closing her door fast barely avoiding slamming it.

"See ya," he mumbled back and walked out of the house back to the RV. Before going to his own mobile home, Max stopped over at Carl's and told him the plans. When he got back to his van he started it up and he and Ben drove around talking about adventures over the summer but it didn't feel the same without Gwen there and they both felt it. After driving for only an hour, Max brought Ben back home and they chilled in the Rust Bucket for a little while.

"I almost forgot," both of them said at the same time and then snapped their heads to face each other.

"You forgot your clothes."

"I forgot my clothes," Ben said at the same second as his grandpa and grinned. Max pointed to the back room and Ben walked over to where his clothes were sitting nicely folded on his bed along with... "No way," Ben shouted as he tossed his nicely folded clothes to the side.

Underneath his clothes were another pair. Max hadn't known what to get the boy since Ben obviously didn't like the things he thought were cool. Apparently he'd hit it right on the mark with this one though, "You like it?" he questioned.

Grinning ear to ear Ben snatched up the clothes on his bed and ran straight into the bathroom closing the door partially behind him. Max chuckled from the front seat and waited close to ten seconds before Ben stepped back out clad in a white shirt with black lines vertical down the entire thing. Right in front of the left side of his chest was the little N with an overlapping Y. "Of course I like it, the Yankees are my favorite," he had on the white cargo pants his grandpa got him as well and he looked sharp. The only thing he was missing was, Ben's eyes moved up from his shirt to look at his Grandpa who was holding a baseball cap in his hands. "Oh yeah!"

Max tossed the hat to Ben who lowered his head and shot his head right into it in one try. He walked back into the bathroom and started trying on the hat in all different directions but facing forward wound up looking the best anyway so he walked back out looking like a happy little baseball player. "Thanks Grandpa," Ben walked over and gave his grandfather a thankful little hug. The two of them talked mainly about baseball with a couple of Max's stories thrown in as well and before they knew it, it was time to go to Gwen's.

Carl was watching from his window at the parked RV across the street and waited until Ben, and his dad got out of the vehicle and went inside before calling his wife over so they could walk over as well.

Ben and his grandpa knocked on the door and heard someone call from inside, "Come on in," in an excited voice. Both recognized it as Lili's and stepped inside to quite the delicious aroma. Mmmmm, both men hummed before hearing the same thing come from behind them and they turned to see Ben's parents stepping inside too.

"Welcome!" coming from out of the kitchen was Frank followed by a cloud of steam. "Make yourselves at home. Lili has already set the table so sit wherever you like," they thanked him and stepped into the dining room where Lili and Gwen were both sitting on opposite sides of the table with their right and left hands clasped together over their plates.

"So nice to see you Max," Lili said from her seat. She showed no intention of standing up so the others all took their seats. Max sat at one head of the table and Sandra sat on the other side of Gwen near the opposite head of the table where Carl sat down. Ben looked around and sat between Grandpa and Gwen exactly where he wanted to sit.

Ben looked down at his placemat and saw something folded up in front of his plate. He unwrapped it and gasped, "No."

"Yes sir," Ben spun around to see Frank holding a huge pot in his hands with steam coming out of it. That's when he looked at the table and frowned, "Sorry Carl. When I said anywhere I meant except there, that's my seat." He said it in a completely understandable voice and no one else thought anything of it but the men made eye contact for a second and then broke off.

"Of course, it is your house," Carl stood up and walked around the table to the seat on the other side of Ben next to their father. Frank placed the pot on the hot plate in the center of the table and went back to grab the spinach. The meal was delicious, they all put on their bibs and devoured the lobsters quickly before Lili went in to grab the apple pie.

"Who wants some wine?" Lili asked as she stepped out with the pie in one hand and a bottle in the other.

The adults laughed and each got poured a glass by Ben's aunt. As Ben devoured his pie he noticed that both his dad and his uncle filled up their glasses for another drink. _No no no no no,_ he tried to ignore it and continue his pie as the small talk continued around the table.

"So Sandra, how's Ben doing so far in school?" Lili asked as if the kids weren't at the table. They did that the entire night pretty much as the kids just focused on eating.

"Well it's only been a couple of days so nothing has really happened yet," Lili chuckled at the response and Sandra glared at the woman, "What?"

"Oh, it's nothing," the woman picked back up her glass and took another large sip before holding it out to her husband to fill up. "Gwen's already signed up for four clubs," the girl blushed a little and took another bite of her pie.

"Ha, only four?" Carl said and Ben almost choked on his food. "My son has clubs every day of the week right son?"

"Haha, yeah," Ben said nervously.

"Really? Which ones?" Frank didn't think Ben was much for extracurriculars and thought his brother was BS-ing him. The boy was not ready for the question and held up one finger as he used the time he slowed down chewing to think of something.

Max knew Ben probably didn't sign up for clubs so decided to help his grandson out and started, "Frank, I hear you just got a new promotion. Congratulations," the younger man beamed at his father and Carl scoffed.

"What, is something funny?" Carl stopped his chortling and looked at his younger brother angrily. Besides his late night boss, Frank was the only one who talked to him like that and unlike his boss, he didn't just accept it. "Did you get one too?" he asked with a look of intrigue on his face that made Max believe he actually thought Carl received one.

Carl was already buzzed when he was on his way to his brother's house but now each of the adults even Max had already downed two glasses of wine and both of the middle aged men were on their fourth. "No I didn't get one and yeah, I think it's funny. Whoa you got a promotion woop di doo for you," Max looked sternly at his son but Carl either didn't see or just ignored it.

"Hahaha," Lili chuckled at her brother-in-law's expense. In a still somewhat joking tone she said, "It's fine, I'm sure a promotion wouldn't do you good anyways," they all stared at her waiting for her to continue. The kids had slowed down on chewing their pie and it was pretty silent in the house, "Because you'd just piss it all away on booze." She started cracking up as if she'd told the funniest joke and Frank joined in on the laughter. Max was staring at his other son who was laughing with a small smile thinking they were joking. _Carl pissing away his money on alcohol, that's something I'd like to see,_ he started chuckling along with them and Carl saw his dad laugh and calmed down a little.

"At least my husband has a beautiful wife," Sandra said and Ben spit out all his pie that he'd just taken another bite of back onto his plate. This time Carl was the one cracking up as Sandra had just pissed off both his brother and his less attractive wife. Max was beginning to think it was a little more than playful badinage as the opposite family wasn't laughing at each other's jokes, only their own.

Carl downed another glass of wine and was still chuckling over the last comment when Frank looked at him. The older man pointed at Lili behind her back and made a fake gagging face at his younger brother that the man flipped out on. Frank stood out of his chair as fast as lightning the others barely even saw it. "I'd rather my wife be a thousand times less beautiful than one that just sits on her ass all day." Max and Sandra both gasped but Ben's dad wasn't letting the man get away with it.

"You take that back," he shouted.

"Boys calm down," Max said trying to leave his seat but they both ignored him and he stayed seated confused at what had gotten into his sons. He'd never seen them like this since they were kids. Ever since they moved out, any time he saw them they were always getting along fine, or so he thought.

"Or what," Frank said responding to his brother not his dad. "I could kick your ass any day of the week." _Oh not this again,_ if there was one argument the boys always got in it was who could beat the other up. Carl worked out all the time as a teen but Frank trained in actual fighting. If they weren't his sons he would've said he enjoyed the fights. Not that he didn't, but he would never say it out loud.

Carl changed the subject to stay on top knowing that if they broke out fighting he could lose but he was always quick on the trigger with his words. Frank might have trained in martial arts but Carl spent time with some hardcore people and you needed to be able to come up with quick comebacks. "At least my son spends some time outside instead of cooped up all day without any friends." Again it was like they forgot the kids were even there and Gwen actually dropped her jaw at hearing that.

"Carl!" Max shouted trying to get him to stop.

"Oh my kid has no friends? She made all types of new friends her first days in the district. I bet Ben doesn't have a single one but it hurts when you're raised by such bad parents." Frank retorted and this time Ben's face became hurt as the shadow of his hairline covered his eyes down to his nose.

"Enough of this," Max shouted standing up finally. "You boys are brothers, stop this petty fighting now."

"Why should I?" Frank started, "He's always the instigator and you make it seem like it's always both of our faults. We're grown men we can fight if we want to," Frank moved away from his chair and looked at Carl who was staring him down.

Carl was still caught up in the 'Ben has no friends thing' and looked over at their kid. "At least my son is able to have fun. Yours spends all her time inside because she's a sheltered twig," Frank shouted angrily as he dove forwards at his brother seemingly forgetting all his training in a fit of rage.

Unfortunately that was the one thing he had above his brother, his training. Ben's dad quickly moved out of the way but almost fell over, tripping on air because he was more than a little wasted. "Stop it," Max shouted looking at the wives for some help but both were drinking their wine and cheering on their husbands as they circled each other in the dining room.

"I'd rather have a completely sheltered kid who manages to grow up and do something meaningful with her life than one that will grow up to be just like his abusive drunk father." Max was now speechless as the playful banter to minor insults to fighting had now gone to a whole different level.

"I wouldn't let my kid become a greedy money hungry prick no matter how smart he was he'd always amount to something good not a complete douchebag like you."

"Well at least my kid isn't retarded!" Frank screamed getting ready to slam his fist back at Carl but better prepared this time to take him.

"At least I can have kids!" Carl screamed back and charged forward knocking the astonished Frank off his feet and into the wall. Frank slid down on his ass and then stood up slowly with a stunned look in his eyes. Carl was glaring at his brother and then thought about what he just said, sometimes he was a little quick on always one-upping his bro and he might've gone a lot too far this time.

Max turned his head slowly away from his sons who he was so disappointed in at the moment and past the wives who he'd always thought so highly of. Now as his eyes glanced past them, Sandra was looking down at her feet and Lili was staring across the table. He continued turning his head until he reached the ten year olds who hadn't moved once. They still hadn't said a word since the adults started screaming but underneath the table Ben had grabbed onto Gwen's hand as tight as he could.

"I mean, that was, I was just," Carl stumbled on his words as he backed up from Frank who had blood dripping out of the corner of his mouth.

"We went a little to far there with all those jokes don't you think Carl?" Frank asked with a huge smile on his face and that's when they all heard it.

The quietest little voice just asked, "What did he mean?"

Lili started speaking fast like the devil was chasing her, "Nothing dear, they were just shouting things at each other."

"Yeah I don't even know what I was saying," Gwen was staring down at her plate with a half eaten slice of pie on it as she felt her world falling apart. Max knew Gwen was a smart girl and everyone at the table acting differently wasn't the way to make things go back to normal. Things could never go back to normal now. Carl continued, "Sometimes we just start fighting and we don't know what we're saying. This one time..."

"Be quiet Carl," Max said and his son did a double take at Max and then back at Gwen.

The room was completely silent for a few seconds and then Lili started speaking again, "So how was your summer Ben?"

"Am I adopted?" everyone in the room snapped their heads at Gwen except for Ben who grabbed her hand even tighter under the table.

"What!? Of course you're not, you think we'd keep something like that from you? You are our daughter," Frank shouted acting angry that she would even ask the question. Gwen remembered the photo albums she'd been shown with her as a child, as a little girl, as a baby. She'd seen the pictures of her parents getting married, as kids, buying their first house. There wasn't a single picture of her mother pregnant.

"See what you did Carl? You actually made her think something of it," Sandra said speaking up for the first time in a while. Gwen's eyes moved up from her plate and looked straight at her Uncle Carl who she never remembered as a mean guy. The first time she'd seen him do something bad was the first night she got back when he threw the bottle but there was one thing she always noticed from him; she could always read his eyes.

"Are they my parents?" Gwen asked a little louder directed right at her uncle.

"Of c-course they are," Carl replied and Gwen's world cracked around her. Not only did he look at the floor as he said it, but her own father was glaring at him so intensely as if to say 'don't you tell her.'

"Oh," she said.

"Gwen I," her mother started and the entire table exploded sending shards of wood everywhere as the adults in the room screamed.

As the initial panic simmered down Ben realized his cousin's hand was no longer in his own. The adults were still freaking out from the seemingly impossible event when Ben just ran out the room to the door and sprinted outside. Max stayed inside and shook his head angrily stopping himself from exploding just barely. "I'm ashamed in all of you," Max muttered in a low voice that the women never remembered hearing him use before and the boys had only heard once. It made them all gulp. _If I go out there no she'll only be angrier, I can't blame her either. Ben's the only one who didn't know._

"Gwen stop!" Ben shouted as he ran out the front door and saw Gwen running already on the street. It was sundown and the sky was beginning to darken.

Gwen ignored him running as fast as she could down the street. Ben thought about going hero and catching her then and there but that wasn't what she needed. She needed him, not XLR8, not Fourarms, definitely not Wildmutt. He kept chasing her down the street as the sun set in front of them. Oddly he realized he was gaining on her fast and she noticed it too, "Go Away!" she shouted and raised one of her hands behind her making a gust of wind that slammed into Ben and knocked him down. She kept running and soon heard the footsteps behind her again.

He was not giving up and stood right back up after getting flattened by her wind gust. "Just hold on a second," he shouted.

"I SAID GO AWAY!" she screamed and turned around in a one eighty before raising both her arms. A purple wall that Ben had never seen her use before rose and spread across the length of the street. She turned and started running again, _if I try to go around she might get too far away._ Ben didn't slow down and just sprinted full speed at the purple barrier.

It felt like slamming through a glass window except the glass shards were electrified. As he crashed into the wall his whole body shocked and filled with electricity before he felt the whole thing break with the force he put into his lunge. The sparks still flew out of his shoulder that he lowered into the wall as he stood back up and chased after his cousin again with an increase in speed with every step. Gwen heard the shatter and was feeling drained from the new spell she tried for the first time but she heard the footsteps behind her gaining even faster than before. She turned down the next street and saw the park that Ben was talking about the other day.

The ten year old boy chased after his cousin who hopped the short fence to the empty park as the sky finally lost much of its light and began to get really dark. The moon was full as he looked up he saw that it was brighter than he'd seen it all summer. His eyes focused back on Gwen and he saw her steps slowing down.

She was beginning to wobble, no matter how much she wanted to keep going, she had no idea how much it was going to take out of her when she tried slowing Ben down and probably would've done anything else but she didn't and was now at a slow jog pace. When he was right behind her she spun around and glared right into his eyes making him stop short mid-run and almost crash into her. Their faces were only a foot apart as Gwen shouted, "Did you know?!" Her cousin shook his head, "DID YOU KNOW!?"

"No I didn't, I swear Gwen. I never would've kept something like that from you," he grabbed her hand with his and she tried to pull away but he wouldn't let her. "Stop it, you don't want to do this alone."

"How do you know? I just want to be by myself, go home Ben," she tried to pull away again but he had her held so tight.

"I know because I've been down this road. Not in the same way as you have but it was the same nonetheless," she shook her head not believing a word he said. "How do you think I stay so happy? Even though I have no friends, even though I know I'm stupid," she stopped shaking her head and stared at Ben wide-eyed. "For so long I was miserable, all I did was mope nonstop but I kept smiling. Grandpa told me he was taking me on a trip this summer and I became happier than I've ever been. No one in school ever talked to me and I spent years going through shit without anyone to talk to. Then you and Grandpa were there this summer and even when we were having our bad days, I would've traded any one of those days for every single one of the days leading up to this summer."

"Ben," Gwen started confused at why he was telling her this. She was trying to listen to her but her mind was screaming at him to go away. All she wanted to do was curl up in a ball and cry.

"I was so angry for so long, angry at everyone around me and then I became sad as my anger couldn't be vented except for getting in fights that I always lost." Ben couldn't stop now even if he wanted to, "It was so painful keeping it all in but I couldn't let it out because no one was there Gwen. I'm here for you, it's okay to be angry, it's okay to be sad, just don't do it alone. Don't put on a happy face tomorrow and pretend like nothing happened like I did on Thursday, or this morning." She looked at his eye that she'd kept herself from asking about all night.

Tears began to well up in Gwen's eyes and she tried to pull away one last time but weaker than the last two attempts. "Just go away."

"Never." He put both of his arms around her trapping her arms against her body as he bear-hugged her. The embrace was more than she could handle and her legs collapsed beneath her as she began to sob. Ben began petting her hair as he kept one arm around her and she sobbed into his chest. She wrapped her arms around him too and they sat there on the grass of the park; Gwen crying into Ben's chest as he comforted her.

"Why, wouldn't they, tell me?" Gwen managed between sobs. She kept her head buried in his warmth as he just held her tighter without an answer. They sat there like that for ten minutes, then twenty, around thirty Ben couldn't hear Gwen's muffled sobs anymore and moved her head slightly away from his chest. Her eyes were closed and Ben wiped the tears off of her face so they didn't dry like that. _If I move her she'll wake up,_ Ben allowed her head to rest back against his chest slowly. The boy looked up at the full moon and stared at it trying to keep himself awake. As it moved across the sky he had no idea what time it was but he could now hear the quiet deep breaths coming from his cousin.

His eyes closing, Ben decided to try lying down without waking up Gwen. Now he had his back against the soft grass as Gwen laid with her head on his chest as he stared up at the sky. "Good night Gwen, sweet dreams," his whispered and his eyes closed but in his mind he knew the only thing she was going to have tonight, were nightmares.

**A/n Hope you enjoy, please Review!**


	5. Chapter 5

I don't own Ben 10.

It didn't take long for the two ten year old superheros to fall asleep in the park. After the night they had it was hard not to be exhausted. As Ben finally followed Gwen's example and nodded off, he was whisked away. He felt completely lucid as he fell into darkness.

Hitting the ground which felt like floating on air, Ben righted himself and stood up in the dark oblivion that surrounded him. "Where am I?" Ben looked around and saw nothing, heard nothing. Suddenly he saw something blurry start forming in front of him, something with red hair. "Gwen!" he started running towards her as the blur became more defined and turned its head to face him as well.

The witch's head turned completely and saw her cousin running towards her. What she didn't see was anything else, it was all so black. "Ben," she stated calmly looking at her brown haired cousin as he stopped in front of her. "I'm dreaming," he looked in at her and saw her eyes focused on his but without recognizing his presence.

"It's really me Gwen," he waved his arms around to prove he was real and Gwen started looking around once more. Suddenly she couldn't comprehend what was going on, she had been through this all before and only now was she remembering it. All around her the walls were starting to change shape and color.

"Ben it's," the boy was looking straight at her but mid-sentence he shouted back at her.

"Gwen? Gwen where'd you go?" Ben was looking straight ahead at where his cousin was standing one second earlier and now was nothing but darkness. _Wait a second, me and Gwen were touching each other when we fell asleep. Because of Dreamcaster could that mean, could that Mean?! Ooh hot dogs,_ as the vision around Ben focused itself, he lost his train of thought and stepped forwards to the hot dog stand in front of him.

"Ben! Ben can you hear me?" Gwen screamed as she stood inches away from her cousin's face who was munching down on a delicious chili-cheese dog at the moment. She tried to swat the dog out of his hand but hers just went through it. The girl looked around to see where they were and saw bleachers, fans, herself, players, _wait._ Gwen's head snapped over to her own figure who was standing feet behind real Gwen.

Apparently Ben noticed his cousin standing behind him as well and turned his head around showing a toothy smile filled with hot dog. Gwen frowned and turned to her dream self assuming the girl would be saying, 'Gross,' or sticking out her tongue in disgust. Instead her mirror image glared directly at Ben, "What?" Ben said through the food trying to get the response he was hoping for. Some food actually came out when he spoke and she was sure her figure would say something about it but the other Gwen just kept standing unmoving.

"You're pathetic," the girl said in a mean voice. Her eyebrows pointed down as she glared into her cousin's eyes. "Do you think you're funny?" she watched as Ben gulped down his food and shakily nodded his head yes to try and ease the tension. "No you are a pathetic coward. No one likes you," Gwen watched in horror as she turned around, "I don't like you."

"Wait Gwen, what'd I do?" Ben called after her, obviously confused with what he'd done to be treated so harshly. The boy stared after her as she started to walk away, in a whisper that only the spectating Gwen could hear he muttered, "Let's see her insult me when she's scared shitless." Gwen watched as Ben slammed down on his watch and turned into Ghostfreak. _You're hopeless,_ Gwen thought with a smile as Ben crept up on the dream Gwen.

"Rarrr," Ben hissed in his ghost form and the dream girl turned around with a look of horror on her face. Instead of the distasteful look Gwen wa giving him before, now she was looking at him in complete fear as she stumbled backwards. "Hey Gwen I was just kidding, don't freak out like that," his creepy ghost voice did little to soothe the girl who stumbled back a couple more steps. The real girl was standing beside Ben thinking that her reaction in no way mimicked what she actually would've done when she saw what her dream self was walking back to.

"Ben stop her," Gwen shouted but neither heard her as the other Gwen finally walked too far back. They were high above the baseball field in the bleachers when Gwen's lower back hit the bar keeping the spectators in. It was too late for anyone to stop what happened next, Gwen toppled backwards off the edge and down towards the field below.

Gwen and Ghostfreak ran up to the edge of the ledge and looked down gasping as they did. On the ground with her neck completely sideways was Gwen still holding a terrified expression on her face. Ben changed back to normal and crashed to the ground looking down as people rushed all around shouting how it was his fault. She just stood there looking with him at her body all tangled on the ground.

Suddenly everything began to change again and even Ben changed this time turning into Heatblast. Gwen was standing on the top of a bus and she was also standing a foot away from herself who was standing with her fists up in the air. Ben got off his knees no longer disoriented and adapted fast to what was going on around him. In front of Ben was Hex standing with his staff in his hands. "Now that I have this I can take over the world, hahaha!" Gwen watched as both her and Ben ran into action.

In the vision Hex seemed much stronger than the other times they faced him. Neither her nor Ben could lay a finger on him and he swatted them away like flies. "Ben I've got an idea," she was happy to see that even in Ben's dreams she was still the smart one. "Charge a huge fire blast while I distract him." Gwen watched as her dream self held her own against the master magician until Ben shouted that he could fire.

Gwen dove off to the side and almost fell off the side of the moving vehicle. Without hesitation Ben shot his fire bomb and it crashed into Hex. Unfortunately it was much more powerful than any of them had anticipated. The Gwen who was just watching went with Ben as he was thrown from the exploding bus and into the closest building. "I guess I'm too hot," Ben joked to himself as Gwen shook her head at the boy. It was only when they both turned back to the flaming bus did they realize how big the explosion was.

Screams could be heard throughout the bus and Ben started running towards it but his watch timed out then and there. "Help us!" he fell to his knees and both kids could see inside the burning bus, people running around screaming in pain. Ben tried to move closer but a flare of fire pushed him back.

"Ben," they heard a whisper and turned towards the front of the bus. _Oh god, _crawling out of the wreckage on fire was Gwen, or what was left of her. Ignoring the pain he ran up to her and ripped his shirt off trying to put out the flames all over her with it. Gwen watched as she burst even more into flames and Ben was thrown violently off of her. "You killed me," the twisted flaming body screamed before exploding in a ball of flames. Gwen instantly thought about how ridiculous it was that she exploded but it was a dream and it wasn't hers.

"No," she heard Ben whisper as his knees hit the ground. "No NO NO!" he progressively got louder and began slamming his fists into the floor as rocks and rubble started flying up in the air. Every smash made a larger force emit soon blasting the flaming bus into the distance. Gwen backed up even with the knowledge that she couldn't get hurt and watched as Ben created a crater in the street beneath his bloodied fists and as he screamed, a huge force emitted from his body knocking down all the buildings around him. _What is happening, if this is his dream I guess it makes sense that this could be happening but at least with the last one it made sense._ Ben fell flat on his stomach and the dream turned white, then it slowly faded into black.

"Ben," Gwen started, hoping the dream was over. He made a visible twitch showing he heard her voice but he didn't respond. "Ben come on, you were dreaming, get up." She tugged at his arm and tried to lift him off the ground but his head snapped up to hers and his eyes were filled with water.

"I'm so sorry," he whispered as he planted his head in her stomach.

"Ben it was all a dream, just a dream," he began to acknowledge what she was saying and looked up to face her the tears still running down his face. "See, I'm all right, it's okay."

Suddenly his head snapped up as he realized what was going on, "But, how?" He remembered falling asleep on the grass holding Gwen... _That's it. Since we were touching it was just like last time, _he recalled collapsing on top of the sleeping bodies of his cousin and grandpa before the first set of dreams. _But she'd just put that spell on us, it couldn't still be happening,_ he looked down at the darkness which was the floor and realized Gwen hadn't spoken in a while. He looked up and she was staring down at him with tears of her own in her eyes. "What's wrong?"

"Ben I don't want to have a nightmare," he looked at her, astonished that she would say that out loud to him. She actually looked afraid that's how bad it was.

"Don't worry, remember last time," she did and nodded, "I'll turn into Ghostfreak and end the dream before you even know what's going on okay?" Gwen wiped her tears away not knowing if she'd be able to handle a dream like Ben's. Her own dream the first time was cut short but she was horrified nonetheless. After getting scared of a dream that she knew was a dream, having to go through the same thing without knowing it scared her immensely. She could feel her grip on him slipping as she could see everything start to lose its black tint, "I'll be right here the whole time. Don't worry Gwen, I'm right here, I," she couldn't hear him anymore and she looked down at her hands where his were interlocked with a second before. None were there and she tried to figure out where she was.

All around Gwen were walls appearing to be part of her house, only they had picture frames all over them. On every wall, in every frame, there were Gwen's parents and they looked so happy. That's when Ben saw the first odd picture, it had a little girl in between Frank and Lily looking hideous. Both parents were looking away as if to say, 'that's not my kid.' Gwen looked around the room saddened by all the pictures but neither of them were really shocked by what they were seeing.

_So she gets off easy again,_ Ben was still shaking from nightmare and was staying as close as he could to Gwen even if she couldn't see him. The boy listened as she sighed and made her way upstairs. Ben followed Gwen to her room and watched her sit down at her desk that she acted like was completely normal even though the two piles of paper on either side of her elbows were touching the ceiling. In fast motion Ben watched as the sun set outside and the papers flew in front of Gwen and then to the side where they sat completed with no purpose. Her pen moved across the page insanely fast as she wrote but her face stayed blank and uncaring.

Compared to his own dream, Ben thought she was getting off easy. Gwen sat there at her seat as the sun went down and the paper pile kept getting smaller until it was finished. _Finally,_ Ben sighed in exasperation as Gwen quietly stood up with her piles of finished papers on the side of her desk and walked over to the bed and sat up, staring out the window. He went to see what she was staring at with such a worried face and it was his bedroom empty. The light was on and nobody was in the room, yet. They watched as the door opened and Ben ran into the room and jumped on his bed staring at the open door behind him. In came his father with a bottle in his hand and Gwen gasped. _I knew it,_ he looked down at his cousin who stared out the window reliving the events of a few nights ago. Ben didn't watch but he knew when the bottle was thrown from Gwen's expression. Her face began to change and Ben could swear he saw one of her eyes water up.

Suddenly the dream changed and Gwen was in her room getting ready for bed when she saw the light in Ben's room turn on. He didn't notice the dream had changed at first until he looked at where Gwen was looking now and him in the dream was frantically putting his pants on. "He better not be going off to fight without me," Gwen whispered. Ben looked at his cousin who mumbled a curse and turned around.

The orange haired girl that didn't know she was dreaming, was reliving her other night exactly. She turned around and made sure her door was closed, she hadn't heard her parents in a while and it was apparent they were already asleep. She opened her window slowly and muttered under her breath before jumping and slowing right before the ground. Since Ben wasn't part of the dream he was pulled along with her. Gwen's room was no longer a thing since she wasn't there and it was her subconscious they were in. Ben heard a loud crash come from his house and looked over at Gwen who started hurrying over to the front door.

_It can't be, she wasn't,_ Ben gasped. He knew exactly when this was. At first he thought it was just a dream like his where it was scary because of what _could _happen. But no, this was more like Grandpa's dream, she was reliving a memory and it was from last night so it was vivid. Ben walked right up to the front door that Gwen ran up to upon hearing the crash. She had her hand on the knob and was about to push it open when they heard a loud, "HEY!"

Gwen heard her uncle's voice and froze, there was no emergency. She was about to run back to her house and get inside before anyone noticed she was gone when she heard more shouting from inside. _Just go home Gwen, just go home,_ but Ben knew that she wouldn't be having nightmares about it if she had. He followed her to the window and watched her look inside, she stared wide-eyed as Carl approached his son in a drunken stupor.

"DON'T YOU DARE!" Ben almost laughed as he watched his dad hit him. Not because it was funny, but because of the way Gwen dreamt it; he was thrown. Ben was lifted off the ground by the punch and thrown through the wall behind him crashing through it in a giant hole. He wasn't finished though and Ben now saw as her memory changed into a full on terrifying dream. Carl walked over to the hole and grabbed Ben by the hair, pulling him out of the hole and pounding his face over and over with his right hand.

Gwen wanted to do something, she really did. It was the thought of the consequences that made her stop though. If she went in and stopped her uncle then her parents would find out she snuck out and... and... she started backing away from the window with tears streaking down her face. _I can't, I can't,_ she kept backing up and then she saw the punching stop.

Inside the window, real Ben watched as his head turned three hundred sixty degrees and then made eye contact with Gwen. _Okay, creepy,_ he watched himself yell, "Help." Gwen froze as she was stepping back and looked inside as his dad continued punching him but now Ben was just staring at Gwen. "Why won't you help me?"

"I-I-I c-can't," she backed up a step and fell on the ground but could still see through the window at Ben. She felt so scared and couldn't control herself. She really wanted to go in, oh how she wanted to, but her body wouldn't let her take a single step.

"You coward!" he screamed. Ben didn't recognize his own voice for a second and looked inside as dream Ben transformed. His house exploded in all different directions as Way Big stood where his house once was. Gwen was trembling at his feet as he raised his left foot up in the air.

_Oh no you don't_, the real Ben smashed his hand down on his watch and turned Ghostfreak. As the foot started to lower slowly down on the scared Gwen, Ben went into the giant alien form he rarely used. "Hey Gwen," the giant said in a super low voice. The girl looked up as the foot moved back, "You're dreaming, it's time you remembered that." Gwen stared shell-shocked as the sudden realization came to her.

Blackness quickly surrounded them and Ben was shoved out of Way Big's body that disappeared as well. He turned back into human Ben and sat down on the darkness next to Gwen's form. "Ben I," she looked at him but instead of the look she assumed she would get, he was just smiling as usual.

"It's okay Gwen, I'm glad you didn't do anything. Though I wish you'd told me you saw it," he thought back to that morning when his dad patted him on the head for covering up the punch. They sat there quietly for a moment before Ben perked up, "Okay, for at least two-thirds of that 'nightmare'" he put his hands up and made quotation marks, "You were just doing homework."

She sighed and gave a small chuckle, "Yeah, I've got a lot of that." She realized that wasn't what he was asking her. "You mean why was it in my nightmare?" they were ignoring the big issues that both of them had seen from the other but it was too difficult to talk about that. Ben nodded, "I guess I find myself spending all my time doing this meaningless work." He gasped half sarcastically, "Just, after this summer, I don't find doing all this work important anymore. It used to be all I cared about, all I wanted to do, all I strived for, for years. I never realized how little I cared for it all until recently." Ben nodded in understanding as she continued, "I guess I'm just afraid that everything is coming apart. What if I can't be the same person anymore? If I'm not studying or preparing for college, then who am I?"

"You're Gwen Tennyson," he said stopping her little self putdown speech.

In an even softer voice she responded, "More like Gwen Nobody. I'm no Tennyson, I never was."

"That's Bullshit!" Bell yelled startling her. "Just because you may not be related to us doesn't mean that you aren't our family. It doesn't mean you aren't _my_ family." He stood up and grabbed each of her shoulders as he looked her in the eyes, "You are and will always be, Gwendolyn Tennyson. No one can ever change that." He pulled her in for a hug and like that it was gone. All her fears, her worries, they all dissipated in the arms of her cousin like nothing had happened at all.

When they fell asleep at the park Gwen was a sad girl thinking that it was the end and Ben was just trying to fall asleep. As they awoke Gwen looked like a new person with a grin on her face, and Ben was more tired than he was before the nap probably because of getting no actual rest during his nightmare. "Let's get you home," Ben said and stood up raising Gwen with him. She gulped remembering how she left the house but it was still dark so maybe she could just walk inside and go to her room escaping the wrath of her parents. _They're not my,_ she looked at Ben walking beside her and stopped her thought process not letting herself finish.

Halfway back to the house Gwen saw her grandpa standing in the middle of the street and frowned. She turned to Ben who was standing next to her but didn't seem to notice the man. In fact Ben's eyes were closed as he stepped forward and Gwen could swear she heard him snoring. If there was anyone she was mad at more than her parents, it was her Grandpa Max.

Apparently he could tell she was mad at him because he seemed to almost move out of her way as she walked down the street. He grabbed Ben and picked him up like he weighed nothing but Ben didn't stir. "Gwen..."

"Don't Grandpa, just don't," she turned back to her house. _How could he?_ Over her parents and even over Ben, she thought she could trust her grandfather more than anyone else in the entire world. And now she finds out he's been keeping the biggest and most important secret from her, her entire life!

"Please Gwen, you have to listen," he pleaded hoping not to lose the relationship he treasured so dearly with his grandkids.

"No," she got in front of her house and started walking towards it when she felt a hand on her shoulder and turned her around. Earlier on in the summer Max had talked to Ben about trust after the Kevin incident and just to spite him she said in a snide tone, "You'll have to earn my trust." He froze at the words and Gwen swatted the hand off her shoulder as she stepped over to her front door and walked inside.

Max watched as the door closed behind his granddaughter with his jaw still hanging open. _She's right, I'm a complete hypocrite,_ everything he tried to teach them, if he couldn't follow the most basic of his lessons then why should they listen to him. He looked down at Ben who was squirming in his arms back and forth confused at why his bed felt so uncomfortable.

The elderly man walked over to the boy's house with Ben in his arms and walked into the front door. He didn't bother knocking as he knew his son was at work, _I still can't believe him. Either of them,_ as soon as the kids had left, Max began scolding his family. He didn't care which things they said were true or not, but he said one thing. His RV would be parked across the street until he was sure that the kids were okay. Carl then announced he had to go to work and he was sorry because he'd tried to get the night off. His father told him to call in and say he couldn't make it and Carl flinched. The older son looked at his wife and saw her shake her head and he apologized again before leaving. Sandra followed and went straight home not being able to deal with the angry girl's parents.

It wasn't completely their fault and no one had been trying to convince them to tell Gwen she was adopted. They were going to let her grow up as a Tennyson because that's who she was and there was no need to confuse her. The fact that Carl could reveal something like that was, it was unforgivable. And what Frank said about him, _'abusive drunk,' _Max was so caught up in his own life he never realized the signs. He looked back now and saw every time he visited his kids pan out in front of him. All the angry words that they would play off like it was nothing and laugh about later, when he wasn't there how much worse was it?

Max carried Ben upstairs and heard the door open behind him as he turned to Ben's room. "He tries," Max turned around and looked at his daughter-in-law who was standing in the master bedroom's doorway. He put Ben down on his bed and then stepped back into the hall closing the door behind him. "I don't help and he tries really hard. He works so long, both jobs really take it out of him. Though where he is right now," Sandra looked away and her father-in-law stared at her confused.

"Where is he right now?" She turned completely away from him and hid her face. She was wearing a long robe that went down to the floor and Max took another step towards her.

"The money he brings in is just enough to get Ben food and keep the house. We haven't had a family meal when we aren't with family for so long." Tears started coming from her face, "Max, I," she paused as she considered breaking the last line they had always promised to keep from Carl's father. "Me and Carl alternate between meals," he looked confused as she spoke in an ashamed voice. "I'll have breakfast then he'll have lunch, then I'll have dinner and then the next day he will get two meals. Ben doesn't know our situation and we don't tell him, we keep him out of the house as much as possible so he doesn't notice what kind of state we're in. Frank thinks he spends all his money on alcohol but that's not all true, he has a problem but he only drinks that much because he has to, or he'll go crazy from all this."

"Sandra I had no idea," he looked at her oddly, "What about you? Can you not work?"

She shook her head, "The last time I got fired it was so bad that no other business will hire me." He was going to ask her what she could've done to get that reputation but decided against it.

"You know I would have been willing to help you out. I..."

"Carl would never do it. He would never ask for your, 'charity' as he called it. It would be like accepting that Frank was better than he was. It isn't just that but he wanted to prove it to you, I have no idea why." Max did. No matter how long his trip was when he worked for the plumbers, when he returned home there was always a competition. Some kind of contest between the boys. Occasionally though they wouldn't be trying to out due each other but would just tell him everything amazing about themselves. His job kept him away from home so often it left his kids still looking for his approval in adulthood and it was hurting his grandkids. _This is all my fault,_ he looked sternly at Sandra.

"Where is he?"

"I can't tell you,"

"Sandra, please. I need to help you, all of you," he turned back at the closed door where Ben was sleeping inside.

She looked torn and finally walked into her room and pulled out a piece of paper. She quickly scribbled down an address and handed it to Max. "Please, just don't do anything stupid. Try not to get hurt," before Max could ask why he would be getting hurt she shut the door in his face.

Max headed down the stairs and to his RV where he started the engine. The address wasn't too far away but it was in the bad part of downtown Bellwood.

As the RV pulled away from the curb and started speeding away Ben stared up at the ceiling with his eyes wide open. _They give me more food than they can eat themselves? They'd be better off without me,_ he stood up and stepped off his bed but the fatigue set in and he collapsed back on it, _tomorrow. I'll go tomorrow._

Gwen was also still awake late into the night but she was sitting up sleeplessly in her room. Her eyes pointed straight at the door as she sat on her bed. Upon opening the door she heard no sound and walked directly to her room. As she sat there though she started hearing her parents move around downstairs and hoped they wouldn't come up. _I should apologize, they just wanted me to be okay._ She prepared to stand up and go downstairs to confront them about it when she heard her mom through the door. "I knew we shouldn't have moved in next to your no good brother. Now the secret's out and Gwen's distraught over it."

"Don't worry hon, he won't be getting away with this," the tone of her father's voice scared her as she backed away from the doorknob. "My brother will pay for the damage he's done to us. Him and his worthless son," Gwen walked back further as she heard that but then the noises stopped.

From the other side of the door and down the stairs Lili shushed her husband and looked around making sure no one was listening. "Only you and I can know about this, Gwen must never know it was us." The orange haired girl now had her ear up against her door to listen to the rest of the conversation happening in the living room.

"What do we do about her finding out she's not really our daughter?" Frank whispered and it was a good thing the room her parents were in was right at the bottom of the stairs or she wouldn't hear anything. _Not really our daughter,_ Gwen didn't like the way he phrased that sentence at all.

"Nothing, life goes on. We'll pretend like nothing is different and she'll do the same. Come on Frank, she came home. Tonight was a fluke, she is too obedient to even ask us why we kept it a secret just you wait." Gwen couldn't believe what she was hearing. Her mom actually sounded evil, "When she goes to Harvard everyone will know how well we raised her."

The girl could no longer handle listening to the conversation and reached for the doorknob but she froze as her hand touched it. _Why can't I,_ she moved her hand back and her eyes fell to the floor as she stepped back and sat down on her bed. _He was right,_ she laid back and stared at the ceiling, _I am a coward._

**A/n** **I hope you enjoyed. Tell me what you think in a review they really help me out.**


	6. Chapter 6

I don't own Ben 10.

On the weekend Ben never woke up early, he stayed in bed as long as possible and would lie there until someone told him to get up. However, this particular Sunday was different, it was the day he was going to leave. When he woke up it was still dark out and he considered going straight back to sleep but he thought back to what his mom had said. It angered and saddened him at the same time but after checking his phone he decided he needed more sleep and set the alarm to go off at seven.

When he woke for the second time he was still tired but this time he wasn't going to go back to sleep. Ben stood up off his bed and got changed into the other pair of clothes his grandpa had layed on his dresser. Grabbing a string bag, he pulled at the top and made the opening wider to put his other clothes in. He grabbed his phone and looked around the room at the sports trophies (participation awards), collectible action figures, none of it seemed fit to go with him. Before leaving he pocketed his phone and double checked to make sure he had his extra socks.

Creeping past his door Ben made it to the stairs and started to slink down them without making a sound.

"Morning Ben," he jumped and almost fell down the staircase. Ben gasped as he saw his father standing in the living room and all his doubts about leaving were gone. Carl stood in place, looking at his son through one eye while the other was swollen shut and had purple all around it. The man noticed his son staring and laughed pointing to the eye, "Now we're matching."

"Yeah," Ben said and looked like he was going to continue but stopped. He walked down the rest of the stairs and walked into the kitchen. _I didn't think he'd be awake this early on a Sunday._ Although he worked every day for his late night job, a civil engineer gets a day off every once in a while: Sundays, holidays, vacation days. Ben's plans to take some food with him were thwarted by his dad being so close but at least he could make himself some breakfast. His dad sat down on the couch in the other room and started watching tv. _Probably for the best, what's the point in leaving if I'm taking the food with me?_ Ben toasted a poptart and walked back into the living room.

Carl didn't turn away from the television as his son said he was going for a walk. The news was on and nothing was happening so he was just listening to the media people talk about politics. Although he accepted that Frank was an intelligent man, he wasn't going to let his brother get ahead of him and had to stay up to date on the world so when a conversation arises he could be ready.

Ben stepped out of his house and closed the door behind him with the softest noise. His head fell to the ground and he sighed, _goodbye you guys._ He took a step forward and looked up to see his grandpa's rv sitting right across the street still. Then he looked to his side and his mouth became a straight line as he looked at Gwen's house. _How can I just leave her here, she needed me yesterday. What if it happens again?_ He took a step and then turned back to the Rust Bucket, _she might've lost faith in you Grandpa, but I know you'll take good care of her._

He stepped down the rest of the path to his house and started down the street. Ben thought about his mom's words the night before and they played over and over again in his mind. _Too proud to ask for help,_ his thoughts were mainly on his father whom he found less repulsive after his mom's statement. Less was the key word. _It doesn't make up for it, not at all,_ he turned down the next street and started running full speed. The pain his parents had put him through over the years was far from being forgiven because of one measly sentence.

He had to wait four days for his mom to even see him and he hadn't spoken one word to her face to face for over three months. His father was working hard but he drank too much and it was hurting him and his family. Even if he wanted their affection, their approval, even their acknowledgement, Ben had made up his mind, Gwen and Grandpa were all he cared about. The only things in his life that he cared for were now behind him because he was too big of a nuisance on his actual family. _Wonder how long it takes for them to notice I'm gone._

At seven in the morning Gwen had also woken up. Her first instinct was to walk over to her desk and check if there was any work sitting on it she had yet to complete. She ignored that first instinct and instead walked straight out of her room to the bathroom and took a nice hot shower. When she finished she stepped out and got dressed in her usual summer outfit as she wasn't feeling like wearing anything else. She checked in the mirror and smiled, imagining her cousin and grandpa in the reflection smiling with her.

Suddenly her expression changed as she remembered her grandpa had kept that secret from her. That one secret that she never thought was possible, she was adopted. The weird thing was that she wasn't surprised. Her first reaction upon hearing it wasn't shock but anger. She realized her hair was red but that could just be a recessive gene and her parents didn't need to have it. Then she found out she could use magic and wondered why, why was it that she was able to use Hex's staff?

When it finally dawned on her that all these things were a result of her not actually being a Tennyson, she put the thoughts as far back in her head as possible because if she wasn't Gwen Tennyson, then who was she? Opening the door to her room, a smell of deliciously cooked waffles filled her nostrils. "Mmmm," she started and walked down the stairs into her dining room where the plates were already on the table. Both her parents were standing next to it smiling at her and then sat at their seats. "Looks good," she commented and they gave her their usual smile before turning back to each other and talking.

She was confused, '_we'll pretend like nothing happened'_ her mother wasn't lying. It was an average day in her house and nobody said a word about the new table that they were eating on or why there were still wood shards around the room. _I've got to say something,_ she opened her mouth as to speak and both her parents looked at her. Their eyes bore into hers and she twisted her lips into a smile before grabbing her fork and shoving a waffle into her mouth. Her parents looked back at each other and continued their chat about economics.

_I can fight gigantic alien monsters but I can't just tell my parents I, I,_ she stood up and walked away. She walked down her basement stairs and started punching the bag and releasing all her anger. It took everything she had to stop from screaming as she did it but she managed and didn't know how long it was before she stopped but it barely got a sweat going. She needed more, and she needed to get away. Gwen walked back up the stairs and into her kitchen where her parents were busy doing the dishes before going off to work.

"Hey guys," they turned to her giving her the look again in hopes that she wouldn't bring up the previous night. She almost backed out of asking but held her ground and squeaked, "Can I go out on a walk?"

"Alright dear," Lili determined after checking with her husband. "I don't think either of us will be home for another thirty minutes so if you're not back by then, we'll see you tonight." Gwen grinned and nodded before walking back to her front door and stepping outside. Lili had a longer workday but a shorter commute, while her husband had a longer drive to work and a shorter day most of the time.

The girl stepped out of the house and instantly became confused because she thought her grandpa would've been gone by now. His unmistakable vehicle sat on the other side of the road in front of some neighbor's house who she guessed wouldn't mind for however long Max decided to stay.

Her run started off slow but as she ran through the empty streets she couldn't help but let her mind wander. She was mad at her uncle for insulting her, her aunt for letting him do it, her dad for provoking him into violence, her mom for laughing about it, and her grandpa... She was angriest at him but for the same reason she was mad at all the others as well: they'd lied to her. Once shit hit the fan she knew it was going to turn out bad but the one thing she didn't expect was Ben. Throughout the whole ordeal he never left, he never let her out of his sight.

She started sprinting, her thoughts changing from how angry she was at the adults into how happy she was with Ben. He held her hand and chased her down the street. Even when she fought him and pushed him away he still came and told her exactly what she needed to hear. _"Just because you may not be related to us doesn't mean that you aren't our family. It doesn't mean you aren't my family... You are and will always be, Gwendolyn Tennyson. No one can ever change that."_ His words rang out in her ears and she smiled as she slowed down, now sweating profusely. _Even if I am adopted, it doesn't change anything,_ she continued to run but at a slower pace now.

Right as she was about to consider going home to start up her Sunday homework, Gwen turned a corner and saw her cousin far in front of her walking in the same direction on the sidewalk. Her run became a jog as she approached him from behind. She was already pretty far from their houses and she was wondering why he was trekking around the neighborhood while wearing a draw-string bag.

She went all the way up to his back and he still hadn't heard her coming. It wasn't that Gwen was trying to be sneaky, he was just so involved in his own thoughts he didn't hear anything going on around him. Cars went past and his head didn't even twitch to signify he'd realized and Gwen continued walking behind him. _I wonder when I'll see Gwen again,_ "Hey Doofus." Ben spun around with his arm extended and froze as he saw what had happened.

His knuckles rested less than an inch from the bridge of Gwen's nose as she stared at it with complete surprise on her face. Ben dropped his arm and stepped back, cursing his reflexes that only decided to work when someone _wasn't_ trying to kill him. "Gwen are you alright?" he asked as she stared at him.

"Watch where you swing dork," she shook off her initial shock and became annoyed that she could be caught so off guard. "Do you always greet people this way, because it would explain a lot?" She said it sarcastically but his smile disappeared and he turned around. Ignoring her previous statement Gwen asked, "What are you doing out here? Actually, why are you awake?" He laughed at that question, knowing it was the more unbelievable of the two.

"Me! I thought you were one of those house-trained cats who never goes outside."

"I'm not a cat!"

"Your Lucky Girl costume begs to differ," she opened her mouth to retort and then stopped, unable to think of anything to say. "Oh my God, I did it," Ben started dancing around realizing he totally won that round, "I've succeeded in making the queen of the dweebs speechless."

"Was not, I just thought that this is immature," he laughed even harder and she started giggling. "But really Ben, what are you doing out here, what's with the bag?"

He looked at the floor and thought about telling Gwen, saying goodbye. Then another idea popped into his head and he looked at her optimistically. "Hey Gwen," _there's nothing here for either of us,_ "I'm leaving, you wanna come?"

She looked at him quizzically, "Where are you going?"

"Anywhere, I'm going to go and never come back. There's nothing keeping me here, I've got the Omnitrix and..."

"Ben that's crazy, let's go home," she grabbed his wrist and started pulling him down the sidewalk.

"No Gwen I'm serious," he said, prying her hand off of his.

"I know and that's why we're going home," he looked at her and was confused. "What do you mean 'there's nothing keeping you here?' What about your parents, what about Grandpa, what about," she hesitated, "me?"

"That's the good part, you can come too," a smile broke across his face as he looked at his cousin.

"I can't Ben."

"No really, we'd be able to sustain ourselves on the skills Grandpa taught us. We could fight bad guys all day, all you have to do is take my hand and we could leave this all behind." His hand extended and was right in front of the orange-haired girl like the apple of Eden, all she had to do was reach out and grab it and everything would be over.

But she wasn't that brave, "No." His smile stayed on his face for a couple seconds longer as she stared at his hand but then she started backing up. "I'm not crazy, we would never make it alone. Go home Ben," she backed up further trying to keep the thought of grabbing his still outstretched hand and being whisked away. _All my work to get into college, what about high school? I still want a normal life... don't I? Of course I do,_ his smile vanished as she stepped back again and he looked crestfallen. His face became dark, featureless. All she could see was a shadow going across his face as he brought his arm back towards him. With his other hand he twisted the dial and she didn't even see him look down but when he pressed the button Ben was gone and XLR8 was there in his place.

Gwen looked around to make sure no one saw but there were no cars on the street at the moment. She looked back at Ben who had the mask over his face, no longer was she worried about him taking her with him, now she was worried he would leave and she wouldn't see him again.

"I wish you would have come with me." With that he disappeared leaving a trail of dust leading down the road until it turned and vanished.

_He couldn't have just left like that, no. No. _She was now running back towards her house, _That self-centered doofus! Who does he think he is asking me to leave my entire life behind just so he didn't have to be alone. _She rounded the corner again and saw her street sign in the distance, _finally now I can get back and do my work. Ben will be back anyway in a couple of hours when he gets hungry,_ she laughed nervously. _If Ben comes back I'll totally be a better cousin, I'll help him with his homework,_ she rounded onto her own street and started running for her house.

Going through grief was hard but when you go through every stage in a matter of a few minutes it was much harder. The only problem was that she skipped the depression stage and was now finishing on it as she got back to her house. She grabbed her doorknob, pushed her way inside and once the door was closed, she broke down.

She sobbed for a couple minutes about everything that had happened in such a short time. What she needed was stability, something that hadn't changed. Gwen walked up her stairs and into her room where her mother left her a small stack of papers and packets for work.

Beginning her work Gwen looked at the first problem and became angry. Not at her family like before but angry at herself. She grabbed the first sheet and tore it in half and then did the same as she started yelling, "You should have stopped him!" she was grabbing at her hair as she jumped onto her bed. _The last thing I said, 'go home Ben,' why? I could've worded that differently I could've said..._ She stopped and the revelation that she was wrong set in.

"I should have, I wanted to," she screamed, "I want to go with you. I want to go I really do, please Ben come back and take me with you," she sat up hearing a noise from her window. "Ben!' she ran over and looked outside but it wasn't Ben, it was just a squirrel sitting on the ledge outside the glass.

She was alone, for the first time since before the summer, she was alone. And she was scared.

Ben was thinking about how cool Italy was going to be and how awesome it was that XLR8 could run on water when his watch started beeping. "No, no, no," he turned back into Ben and skidded across the surface of the water multiple times before dragging a trench and tumbling in the water. His vision became fuzzy and he thought he was about to pass out so he went up to the surface and lay on his back trying to float.

**TOOT,** Ben tilted his head to the side as a boat was approaching him. _Uh oh,_ it pulled up right on the side of him and pulled him in. By the time Ben got in the boat he was regaining his bearings and was trying to figure out where he was. He tried to stand up when he heard a gun click as someone cocked it back. "Don't move white boy," he slowly lifted his eyes to see four black men without shirts on standing around him on the side of the boat. All of the other three had machine guns at their sides while the one in front had a pistol aimed straight at Ben's head.

"Haha, hahahaha," Ben couldn't control himself. He'd been in space, fighting dozens of deadly aliens when he wasn't even transformed and defeated dozens of monsters but a couple of pirates. They were the ones who were going to be his end, he didn't think so. The boy stood straight up and all four of the men were confused.

Being the ones with guns usually made people cower around them. In fact they were planning on using the boy as a hostage for money from the Americans. But this boy was laughing at them, the leader pressed the front of the gun into Ben's forehead and scowled in shotty English with a heavy accent, "Laugh again and I'll blow your fucking head off."

Ben took the threat seriously this time and his eyes looked down at his wrist which was still holding a red colored watch. "What is this?" the leader asked following Ben's eyes.

"It's an alien weapon that fell from the sky and latched onto my wrist and allows me to turn into a bunch of different aliens." The other three black guys looked confused as they weren't very proficient in the English language. The leader was another issue and shot up in the air.

"Another wise-crack like that and I'll shoot you in the kneecap. It will be extremely painful but it won't kill you, how else would I get my money?" the man started laughing and the other three did along with him.

While the man was talking Ben was looking closely at his eyes. The second the man pointed his gun up in the air Ben waited for the perfect moment. Finally the leader turned to one of his men and they laughed with each other but suddenly the leader found himself in mid-air as the ten year old had charged towards him and knocked him off his feet in a nice deck. Again the other three were so startled by the boys response to being captured that they didn't react.

Ben dove for the dropped pistol and turned towards the three men who hadn't even raised their weapons. _These pirates suck, I can't just leave them here for the cops, but if I just leave them then next time they attack someone, innocent people could get hurt._ "Drop your weapons!" Ben shouted in a commanding tone as he pointed the gun at their leader who was sitting on the ground snarling at Ben. "Do it or he dies," he couldn't believe his own bluff but the other three did and slowly put down their weapons. "Kick them off the ship," he ordered and one of the men slid them off the side.

"What do you three think you're doing? He won't shoot you, get him."

The man didn't think Ben understood a thing he said because it wasn't in english but the boy started speaking fluent Swahili, "Don't do it." Now all four of the men were confused, they saw a boy crash into the water from seemingly out of nowhere, then he points their own guns at them, and now he speaks their language, who was this kid? "You three care about his life and I could tell because you put down your weapons with no hesitation. He on the other hand," Ben motioned with the gun and the other four men flinched backwards as he swung the arm around. "Oh sorry," he tossed the gun off the ship, "He wouldn't give two shits about any of your lives so I'm going to give you a choice," the man was now standing next to his three men, none of them armed and was glaring at Ben, "turn him in to the local police from wherever you came from or I'll, I'll have to kill him."

His grandpa's words filled his mind, _sometimes people are beyond saving. You can't save everyone Ben._ "Hahaha, hahahahahahah," the leader cackled and the other three started laughing along nervously. "You threw the only leverage you had over this situation into the ocean. I've never met such a stupid person before in my life. 'Kill me?' Ha, without that gun what are you?"

Ben looked down at his wrist and grinned, "I'm," he slammed his hand down on the watch, "Ripjaws. Wait, no this is Upgrade," the four men dropped their jaws to the floor as the weird blobby monster stood in the place of that kid from before. "Now about my deal."

The men looked at their boss and one of them turned to Ben, "We'd never turn him in. He's our leader," the others nodded in agreement and Ben didn't know what to do. They'd called his bluff, if it was a bluff. He melded with the floor of the ship and suddenly the boat turned green and black.

"I'd say reconsider but anything you say now would probably just be a lie out of fear." _Can I really do this?_ The boat started moving and Ben sped it up faster with the new additions he installed. _I'll just bring them all to a nearby jail, this boat isn't too big, there must be land close by._ He started speeding in the same direction he was traveling before but the leader of the group figured what the boy was planning and let go of his hold on the boat when the shore was close by.

Ben saw the coast but then he felt the man jump off the ship. He was swimming fast using freestyle for the shore and Ben could see people there. _Just let him go, what are the chances that he'll hurt someone in the rest of his life... pretty damn high._ Visions of the man laughing while he put a bullet in Gwen's head appeared in his head. His mind made up, he started turning the boat and driving towards the man, _I gave him all the chances, so many opportunities, remember, 'some people are beyond saving.'_ With his newfound conviction Ben sped up and moved his one eye right to the front of the boat so he could steer better.

As his eye appeared on the front of the boat the man was two seconds away from being ran over. Ben didn't stop but the man turned his face as the boat neared him and his eyes looked straight into the big black circle on the front of the boat. Time didn't slow down, nothing moved in slow-motion like in movies, Ben saw the man and then he felt the bump as the boat slammed right into him and kept going.

He drove the boat straight into the shore, ignoring all the pleas from the men, he sped up instead of slowing down and raced right up onto the shoreline. Finally the boat stopped moving and Ben released his hold on the boat. He stood in front of the three men who were wobbly and barely stood up. They were looking at him in a new light, gone was the kid from before, this was a monster in front of them.

Looking the closest and youngest of the three in the eye, Upgrade asked, "Did he ever kill anyone?" He knew it wouldn't bring him any relief, any assurance that what he did was right but he had to know.

The man looked straight at Ben's alien form and nodded his head. "As have I."

"And I."

"And I."

Ben looked at all three of them and spoke in his deepest voice trying to be as menacing as possible. "You can change," they were surprised. They thought he was going to kill them now. Ben blinked red three times and then turned back into a normal kid but the looks of fear coming from the other three didn't go away. They still looked at him like he was some sort of monster, _maybe I am. _"And if you don't, then remember this, I will find you." Ben turned around and hopped off the side of the ship that was already leaning close to the sand.

Without looking back he started walking away, and even though he thought that knowing the man was a murderer wouldn't change anything, he did feel a little better. Until he heard one of the men shout from the boat, "Murderer."

Ben stopped walking and closed his eyes. Even though his eyes were closed he could still see the man's eyes as he was a second away from death, a second away from Ben murdering him. The man at the bank appeared in his mind coughing on his own blood as he lay in Ben's arms. He continued walking and pushed all those thoughts into the back of his head. He was doing the necessary evil for the greater good, _how many times did I have to beat Animo, or Kevin, or Vilgax? Next time they won't get away with just prison..._

Around midday, Gwen was cooking herself some penne alla vodka on the stove when she heard a knock at the door. She went up to it and opened without asking who it was or checking and just walked back to the kitchen. "Gwendolyn?" Her back to the man, she continued stirring the pasta in the boiling water.

"Yes Grandpa?" the gray haired man in the red Hawaiian shirt could hear the hurt in her voice although for all the wrong reasons he started talking.

"Gwen I need you to understand," she prepared herself for a lecture on how they were hiding it because it was the best thing for her. It never came, "I'm sorry. I wish I had told you because we were wrong. We were wrong to keep your adoption from you but your parents thought it would be for the best and I had no right to interfere. It was their decision not to tell you but that's not an excuse, I should have convinced them. I'm sorry," she turned her back on the pasta and ran into her grandfather's arms.

He was expecting her to stay angry at him. The only reason for the apology was because he really was sorry, not because he wanted to change her opinion about the matter. "Grandpa," she started crying into his chest.

"It's okay honey," he patted her hair and brushed it with his fingers. "Everything is going to be fine." _I thought Ben had mostly fixed this,_ "It isn't that big of a deal I promise, we don't treat you any differently because of it I swear."

_Oh grandpa that's not why I'm sad,_ she continued crying because he was the only one there. She couldn't stay angry at him, especially after that heart-felt speech.

"Can I have some?" he asked and she pulled her head away. Nodding, she went back to the stove and started making the sauce.

After having a nice, if awkward lunch, Max left and went to check in on his other grandkid. He walked over to the house and knocked on the door and it was quickly answered by his oldest son. The previous night had been something both of them weren't soon to forget, and that was after dinner.

Father looked at his son's black eye and sighed in exasperation wishing his son would just quit the job. He found respect in his son that had almost been lost at the dinner and came close to forgiving him completely for exposing to Gwen her own secret. In reality he was happy the secret was out because he hated hiding things from his family. Throughout his years as a Plumber, the worst part of it all was lying to his boys.

"How's the eye?" Max asked.

"It's fine," Carl responded and motioned for his dad to come in. He went over to the couch and sat down but Max was still standing. The older man was about to speak when his son responded, "If you're looking for Ben I haven't seen him. He left hours ago," Carl grabbed the water bottle on the table and sipped out of it without looking away from the television.

"Where did he go?" Carl shrugged and Max thought about scolding him but it wasn't like he ever knew where his kids were. When they were young they could've spent days out of the house and he wouldn't have known since he gave them plenty of time in advance to prepare for his coming home. Since Verdona died when the boys were still young, he allowed them to take care of themselves for the most part. Now that he thought about it he seriously doubted they _didn't_ leave for multiple days at a time. "When did he leave at least?"

"Surprisingly early for him, seven A.M. Hanging out with you all summer must have rubbed off on him." Carl chuckled at his own joke and sipped some more water.

"You think he's okay?" Max asked concerned.

Carl turned to face his father, "He's mature for his age unlike what many people assume. Ben can handle himself," he looked back at the tv and turned up the volume signaling it was the end of the conversation. Max walked out of the house and to his mobile home where he went in and didn't know what to do. For the first time in a long time he was bored. Gwen was feeling a little down but he'd reconciled with her. His disdain for his son was all but gone after the scene at the club last night. And Ben wasn't blaming himself as much for that bank robber's death after Max revealed who the man really was.

There was school the next day and Max woke up as the bus was making its way down the street. He looked out the window right as the bus pulled away from the front of the house and cursed wishing he'd been able to catch a glimpse of the kids before they went off to school.

After Gwen's parents left for work, the only car left in either of the driveways was Sandra's that was picking up dust having not been used for a couple weeks. As Max was drinking coffee in the driver's seat of his vehicle, the front door to Ben's house opened. Scurrying over across the street was the woman of the house herself, still in her robe as she went straight up to the window.

Grandpa Max rolled the glass down and Sandra started speaking frantically, "Max thank goodness you are still here. Ben never came home yesterday and i even tried calling him but he didn't answer and I left a voicemail but this isn't like him. Usually he's home by the time Carl gets back from his night job but we waited all night and Ben didn't come in. Now I thought maybe he just stayed over at a friend's or slept under the stars and would go to school and then come home but I just got a message saying that Ben never showed up..."

"Stop," he was rubbing his temples and couldn't take the sound anymore. "Please," he saw the slightly hurt look on her face and corrected himself. "Go inside Sandra, I'll have Ben back as soon as possible. Don't worry about a thing," what his son said never occurred to him but in this moment he saw it as Sandra's eyes flicked everywhere and she started yelling at him even though they were a foot away from each other.

"Max don't tell me to go inside, you go inside. I'm going to go look for my son," she was waving her arms around in the air and he could tell she was panicking.

Reaching out the window he rested a hand on his daughter-in-law's head and one on her shoulder as he reassured, "I will find him. He'll be back before you know it," Max started the engine and the RV pulled away from the curb showing Sandra that he meant what he said. She calmed down and went inside letting her husband's father help their son.

_Ben where are you?_ Max made sure he was out of sight of the house before pulling back over and pressing a few buttons on the dashboard. _This should show me exactly where the Omnitrix is. Which mean Ben will be there too._ On the floating map of Bellwood there was no blinking dot so Max extended the map and then again, and again. _Ben?_ He extended it to show the entire Earth and spotted the bleep on the globe. He spun the hologram in front of him and zoomed in to... _Syria?!_

It was a great thing that the Omnitrix made it possible for Ben to understand every language in the universe because he never learned Arabic in fourth grade. Out of everything he did the entire summer, besides saving the planet, he didn't think he'd saved as many lives as he had in the past three days. As Cannonbolt, he successfully saved a village full of hundreds of people from a gang using the civil war as an excuse for violence. Not a single person was killed and he managed to knock out all the assailants and leave them for the villagers to decide what happens to them.

It felt good saving people he thought as he rolled away from the village. The watch beeped and he stopped, allowing himself to turn into a human without falling or nose-diving like he had the last four times he went alien. After turning into a human he buried himself in the sand except for his face, knowing that he was vulnerable in his human form and not everybody would be as simple and foolish as those pirates.

All of a sudden his mind flashed to thinking about Gwen and how she was probably worried about him. '_Go home Ben' she didn't mean that and she's probably beating herself up over it. I can't go home though, if I do I might not want to leave._ He thought about the phone call and sad voicemail left by his mother. _No. I am doing too much good, besides everyone is better off without me. Except for Gwen,_ his eyes opened and he thought hard, _isn't that all that matters. Sure it might be easier on your parents but what does that matter when Gwen has to deal with her problems alone. It's not always about you, you prick. _

He was getting angry at himself but there was nothing he could do, _It's because it's not about me that I can't go back. I don't want Gwen to deal with this on her own but other people are dying and I can't let my own wants come over these people's lives._ Setting the decision as final he stood up out of the sand and looked across the desert at a group of militants that didn't look like they were preparing to make friends.

Ben sighed and looked at his now green watch. He had the responsibility, it was time he used the watch for good instead of his own self-gain. Ben slammed down on the device and turned into Diamondhead. "It's hero, it's hero t-t-t," he didn't feel like a hero knowing that so many people were worried about him and he stopped talking letting a frown come across his face as he walked over in the direction of the armed convoy.

They saw him and started shouting at the big shiny blue alien. They all started firing at once and Ben just walked through the storm of bullets until he got close enough to see the men and lifted his arms. With an emotionless expression on his face he turned his fists into lots of small crystals and then released them into every one of the men hearing the screams come out but not flinching one bit as they did.

**A/n I hope you enjoy and I would love to hear some feedback about the story.**

** Kira Sema:**

Gwen's parents weren't really in this one that much but yeah... evil is a great word to describe what they have planned. And I never got into the older version of Ben 10, I liked the original show the best so Ken was never introduced to me. I've heard he was only in like one episode of the other one anyway so I'm just going to keep him out, hope he wasn't your favorite character. :)


	7. Chapter 7

I don't own Ben 10.

Ben lay on his back in the pitch blackness of the desert night. He felt so hungry, more thirsty than he'd ever been before. Saving lives was hard work but he wasn't able to find as much food as he thought he'd be able to with his grandpa's skills. Not many things were edible in the sandy wasteland, water was scarce, and the last three times he tried to become XLR8 and run out of there to go find some, he mistransformed. His watch had been green for several hours now but he was afraid that if he tried again he would become Ripjaws and die in the waterless area.

The only people who gave him food and something to drink were a nice couple who saw him transform back into a human from Fourarms. He had just saved them from a group of theives that had them at gunpoint and they felt it necessary to repay him. Ben didn't argue though he did feel bad because it was obvious the kind folks didn't have much to give.

The last time he was sure of where he was, was in Tehran when he helped overthrow the Supreme Leader Ali Khamenei who he assumed was bad because he was having his army kill civilians in the street. Ben knew nothing of what he was doing at the time except that he was stopping a "criminal" from killing innocent people. After, he had no clue the consequences of his actions since he was sitting in the uninhabited parts of the desert and had no television to watch.

Unfortunately there were American reporters in the area as well as reporters from almost every country investigating the nuclear missile programs that some people assumed were going on. Transmitted live all across the world was an alien overthrowing an established world government. Although many people agreed that the alien was just trying to help people, others that had never before seen an alien and doubted their existance, found it preposterous that a giant bug monster could be our friend.

Back in Bellwood, Gwen had not seen the report and she had not seen her grandfather in two days either. Her parents had mentioned to her that Ben had gone missing but they didn't seem too concerned. It was during dinner on Wednesday that she overheard her parents at the dinner table. As usual she ate her food in silence while her parents talked about work but the conversation changed to politics in the Middle East and specifically aliens.

Gwen's head shot up from her food as her mom mentioned the bug monster that overthrew the leader of Iran. Her father argued that if these 'aliens' were real they wouldn't be helping us, they would be taking us over. "Either way, whatever it was has no business involving itself in our affairs. Even if the man was a little nuts," both parents laughed a little.

"Shouldn't we be happy the alien decided to help those people?" Gwen spoke up annoyed at her parents.

"It's more complicated than that Dear," Lili shook her head like the girl was just a naive child.

"Why?" Gwen raised her voice to the confusion of both her parents. "He," she paused for a second, "It was just trying to help, think of the lives it saved."

"Honey, if we have people or 'aliens,'" her father made quotes with his fingers, "running around being vigilantes, then where is the order? Everything will fall into chaos and stability will be lost."

Gwen looked ready to speak again but Lili glared at her daughter. _They think they know so much more than me, I-I, I won't let them say Ben isn't doing a good job._ She stood up out of her chair and both of her parents looked at her this time and her father stood up as well. Daughter and father looked into each others' eyes until Gwen was the first to crack and picked up her plate before walking into the kitchen and starting the dishes. _No good, lousy, _she was scrubbing the dishes so hard she thought she was going to break them but at that moment she didn't care.

Ten minutes later, Gwen finished and starting walking up the stairs to her room. "Wait," she turned around and brushed a strand of hair away from in front of her eyes. Standing at the bottom of the flight was her father who was staring at her intensely, "We are going to go spar, get ready." With that he turned and walked down to the basement.

_I shouldn't have said anything, why did I have to go and speak up for Ben._ Her heart was racing as she got changed into a workout outfit: gray sweats and a gray t-shirt. _I spoke up because he would've done the same for me._

When Gwen walked down into her basement the floor was cleared of all workout tools. Everything was pushed off to the side of the room and there was a big open area wher her father stood straight up in his white training gi with a black belt wrapped around his waist. Without a word she walked up and faced him and then bowed, he bowed back but not as deep as his daughter's. The girl got into her stance and prepared for the onslaught as her father got into his own signature, original, stance.

He sprinted forward and closed the gap in an instant lashing out with his foot straight for Gwen's face. She expected the move and expertly inched her head back letting the tip of the foot slide right past her face. As it did she grabbed it with both arms and held it in place. Frank was surprised by his daughter's speed but he didn't falter and dropped his hands to the floor before raising his other foot up and swinging it at Gwen. As the other foot came Gwen jumped up in the air and threw her father's right foot down where it crashed into his other one. _Why isn't he trying?_ Her father pulled himself onto his feet after untangling himself and stared at his daughter. She decided to go on the offensive this time and sprinted forward trying to send him a hook with her left hand. He raised one arm and easily blocked the punch but her real target was the other side that she already closed in on with the right hand and crashed straight into her father's left eye.

She gasped as she felt her fist collide with her dad's skull but her surprise was well-deserved. Never, never had she been able to land such a good hit on her father and both of them knew it. Frank was taken aback by the hit since he was not holding back, he rarely did when teaching his daughter a lesson. But this time, he saw the shock on her face and backhanded her across the cheek. Gwen was still so surprised, she didn't even raise an arm to block it and was spun around by the force in the blow.

_Wow, next time I've got to be more careful. Well, better get Gwen back to her room, whaaaaa,_ Gwen stumbled to her feet with a huge red mark across the left side of her face and turned to a garbage can leaning on the wall and spit some bloody spit into it. Then she turned back to her father and got back in a stance.

No hesitation, she charged back at him with anger all over her face. Furiously she flew a barrage of punches and kicks at her father who was able to block most with some difficulty but a few got through. Her hits weren't as powerful as his own but they weren't getting less powerful as the spar dragged on, in fact they seemed to be getting stronger as her face distorted making her look even angrier than before. Frank moved his head to the left and Gwen's right fist flew right past his ear. _And there's the opening,_ he struck up hard right into her armpit and she barely held back a scream in agony as she fell to the floor. She should have screamed.

Not knowing how much pain his daughter was really in, Frank decided to end the fight before Gwen got back up. She wasn't going to get up anyway since her arm felt like mush and her face throbbed but after the next hit it was more than just over. As she fell to her knees without making a sound, Frank planted his left foot and then with his more powerful right, he smashed his daughter straight in the chest with enough force to send her flying ten feet backwards and into the wall.

The man instantly knew he had made a mistake, and what was worse he felt the crack when he kicked her. The biggest indicator though was that the girl wasn't moving. His first thought was to call an ambulance but then he realized, _this is child abuse, if I call 911, I'm going to jail._ Frank panicked. Running up the stairs he left the girl leaning against the wall as he went to find his wife and figure out what to do.

After ten minutes of deliberation, Lili finally came down the stairs with her husband and with a first-aid kit. "Gwen honey, come on dear listen to me," Lili lightly tapped her across the not red cheek and Gwen moaned. "I need you to tell me where it hurts," her mom started patting her down the chest until she felt some ribs and instantly Gwen began moaning.

Lili opened the girl's mouth and saw blood but Frank knew what she was thinking and stopped her. "A rib didn't puncture a lung, her mouth is just bleeding from a hit I gave her. She probably bit her tongue or her gums or something." For the next thirty minutes, Lili examined Gwen, sizing up the injuries. At the end the woman was sure of at least two cracked ribs but thought some of the others might have been damaged as well. She wrapped gauze around the girl's upper body and put a bandage on her face to cover the red spot.

Gwen started to stir more and opened her eyes feeling the pain insanely for the first time. "Owwww!" she groaned as she tried to stand. Instead of telling her she needed to sit down and rest, her parents watched as she managed onto her feet.

"Gwen, you have two broken ribs," her father said plainly. "They will get better as long as you don't put too much stress on them." He looked away and didn't continue, instead he walked up the stairs and went back to the main floor.

"Honey we love you very much, but some people would be mad that your father and you have these spars so we aren't going to a hospital. If you feel you need painkillers then say the word and I'll try to get some." Lili tried to comfort her hurting daughter.

Gwen felt so much pain. After thinking about it for no more than a second, she realized that there was no way she would have been sent to the hospital. That's when she decided, "No. I'm fine." With that she stood and didn't make any indication of feeling pain as she made her way up the stairs and all the way to her room. _I need this pain to remind me, help me know that I don't want to be here anymore._ She looked at the work her parents gave her for the night sitting on her desk and ignored it as she went over and laid down on her bed. "Ugghh," she mumbled as even the soft surface of her bed caused her great pain and discomfort.

"Gwen." Ben sat up in the sand and the sun was already on its way up, lighting the desert and making it get hotter by the minute. While Ben was never really into math or science, he knew his geography and if it was sun up wherever he was, then it was probably close to midnight back in Bellwood.

He didn't know why he had a sinking feeling in his stomach but he knew something was wrong. He also knew he was really thirsty. _Heck, I'll either die of thirst or die from not having enough water. I figure Ripjaws will be a much quicker way to go._ He decided to try his luck and turn into XLR8. Giving a quick prayer he smashed down on his watch and smiled as he turned into the fastest alien in his arsenal.

Right as Ben prepared to start running, he heard something up in the air. Looking up, he saw the last thing he expected. Coming down from the sky was not a helicopter or a plane but a hovering rv. The boy instantly recognized it as his grandpa's but he didn't know how he felt about it.

The vehicle landed in front of Ben as a scaly alien who had the mask up to cover his mouth from the sandstorm. As the debris settled, Ben watched as the side door to the rv opened and Max stepped out in his Hawaiian shirt and a pair of shorts. The old man walked out and started straight over to the alien before him. Ben slid the mask down and opened his mouth, "Grandpa I," before he could continue the old man slapped him across the face.

Ben could've been the fastest thing in the universe, actually he probably was, and he still wasn't able to see that coming. Max glared at his grandson with more anger than Ben had ever seen from him, "What in the hell do you think you're doing?!" Max screamed. The boy was still shocked his grandfather had hit him and just stared in awe.

"How could you do this to your mother, your family? Did you even think about your actions before you rashly decided to run away?" Ben looked like he was going to speak but Grandpa Max wasn't going to let him. "Overthrowing governments, attacking groups of people, murder..."

"Sometimes people are beyond saving. You told me that grandpa," the old man stared at the lizard-like alien who hissed at him and sighed.

"I said that so you wouldn't feel bad about what you did, not so you could go around killing anyone you feel like."

"I don't!" Ben shouted, "I make sure they can't be saved, most of them," he looked away as he remembered when he went Diamondhead in the desert. He slaughtered them, he didn't even remember much of it except that he didn't care. With his eyes closed he tried to keep his voice steady, "I'm helping people."

"What about your family? They need help too," Max put a hand on the shoulder of the alien who was facing away from him. "I went to Gwen's the other day," Ben turned around and faced him. "She didn't give you up. But as soon as I found out you were gone, I knew she had already known. When we ate lunch she was so sad and I thought it was because of the adoption but no, it was because you abandoned her."

"She has you."

"She doesn't need me she needs you!" Ben closed his eyes and wished it all away. "You can't just leave her behind, you can't leave your parents behind. Your mother was terrified when you didn't come home and that was days ago." Ben lifted his head and his eyes met with his grandpa's. "Your dad stopped drinking."

The look on Ben's face couldn't be described as shock, surprise, he was dumbfounded. Was it even possible for his dad to stop drinking? "I'm going to stay until he's free of it completely. He loves you, he told me so himself," the boy's mouth opened a little. There was no way his dad would say something like that out loud, emotions were frowned upon.

"I can't," Ben turned away again. "I have the Omnitrix. I have the responsibility. Without me..."

"The world will keep turning," water started to appear in Ben's eyes. "You are a ten year old boy, you're my grandson, and this world is far from perfect. Bad things happen, you do what you can, but that doesn't mean you hurt people in the process." _I can't believe I left Gwen on her own._ "Two wrongs don't make a right," hearing the cliché, Ben almost grinned but images of the people he'd killed kept appearing in his mind. He turned back into a human and his face reflected his thoughts. Max saw the hurt look on his grandson's face and finally did what he wanted to do from the second he saw him from the air in the rv. Max leaned in and grabbed the boy with both arms and squeezed the life out of him.

Ben accepted the hug, he let himself get lifted into the air and carried back to the Rust Bucket. The contraption lifted into the air and started flying back towards America. It flew above the clouds and with the high-tech Plumber technology, no one would be able to see it on radar. Once they were over the water Ben was still sitting in the passenger seat but he started to talk. Whatever came to his mind he just let out because he needed someone to hear it and he didn't want Gwen to know. There was no way he could explain it to his parents and he didn't have friends so that left Grandpa.

"I killed people," Max didn't take his eyes away from the sky for a second. He initiated auto-pilot and turned to face the boy but Ben was staring out the side window. "Other people looked at me like I was a monster even when I wasn't in alien form. Don't tell me I'm not because, I-I-I slaughtered them." Tears began streaming from his eyes but he didn't stop and Max didn't dare interrupt him. "I didn't even have to. Every single one of them, if I had tried, really tried. I could have taken them to a prison and had them locked up."

_It will take time for Ben to heal, he's feeling the same way I did when,_ Max straightened in his chair and looked at the tear covered face of his grandson. _Why did this have to happen Ben? Couldn't it have just stayed summer forever?_

For the rest of the trip both of them stayed silent. Ben thought his grandpa would have something to say, but the man just listened and then went back to driving. _It's probably better that way,_ anything the man could've said to him would have only made things worse. When they got just outside of Bellwood, Max landed the rv and started driving like a normal person. It hadn't taken more than a few hours with the high speed rocket boosters Max had installed in his vehicle. The night sky was filled with stars and the moon was big though not full. It was three in the morning and Max faced his grandson as the boy got ready to step out of the Rust Bucket. "Your parents called in sick for you for the last three days. Go get some sleep and go to school in the morning, it will get your mind off of," he stopped but Ben got the message. Nodding, the boy stepped out and walked straight over to his house.

The first thing he smelt was liquor and he knew it was too good to be true. Then he saw where the smell was coming from; in the garbage can were shards of broken glass and alcohol almost a quarter of the way up. Carl had almost cracked and was in need of a drink so he went and bought a six pack but when he got home he wound up smashing every bottle in the garbage can and then going to bed, swearing to himself that Ben wouldn't get home while he was drunk.

Ben smiled, for the first time since he was given the food and water by the elderly couple, he smiled. This time it wasn't just a thankful, fake smile to show them how much gratitude he gave for the food, it was a genuine smile filled with hope that somehow life would get better. The boy silently went up to his room and laid down on his bed but he was feeling some jet-lag from already having his night's sleep. It was dark again but his mind told him it should be daytime.

After an hour of fidgeting in his bed, Ben decided to go check on Gwen. For some reason he still felt that sinking feeling that something was wrong but he kept telling himself he was just worrying over nothing. Without turning into an alien, Ben left his house right through the front door and was getting really good at being sneaky. He didn't make a sound as he moved and made it to Gwen's house without any problems. This was the real tricky part. His first thought was to climb up through the window but he didn't want to go alien when he saw Gwen and couldn't figure a way up without making too much noise as a human.

The next option was the front door and he just hoped Gwen's parents weren't awake at four in the morning to hear the home invader. Moving inch by inch, Ben slowly eased open the door and poked his head inside. It was pitch black in the dark hallway but Ben could make out an outline of the staircase from the light casted by the windows. Outside was barely illuminated because of the street lights but it was just enough for him to make his way to the stairs and creep up.

As the ten-year old got to his cousin's door he paused. _Should I really do this,_ his hesitation didn't last more than a few seconds and he pushed open the door, unable to wait to see Gwen again. Thankfully she wasn't woken up by his entrance and he watched as her covers moved up and down with each inhale and exhale. _Good, she seems fine. I got all worked up over nothing,_ he turned back to the door and put his hand on the knob when he heard a moan coming from behind him. "Ugggggghh," he spun and his cousin had moved onto her side so he could now look straight at her face. _What is that?_ He moved closer so he could see what the thing on her face was because it was dark.

When his head was only a foot away from hers, he saw the white bandage covering her left cheek. _She's hurt, how did I know that._ He thought about how he woke up and the only thing on his mind was Gwen. _It doesn't matter, why is she hurt?_ Gwen fidgeted again and some of her blankets moved down from her shoulders and Ben looked away not knowing what she slept in. He grabbed the blankets and glanced down to pull them up but he saw something weird. Gwen's entire right shoulder, down her upper arm, and up to her neck, was wrapped with gauze bandage. _What happened to you?_ Instead of pulling the blanket back up he pushed it down since her tank top covered enough that he didn't feel too uncomfortable.

As he pulled it down to her waist, where he stopped, he saw more bandage underneath he shirt around her stomach. Grabbing the hem of her shirt, Ben started to lift and his mouth gaped wider and wider each second as he saw she was wrapped like a mummy from her waist until the area he dared not lift the shirt higher. He could only assume that area was wrapped too and lowered the shirt.

While Ben was putting her shirt down, Gwen's eyes shot open and the first thing she saw was a dark figure looming over her with his hands on her shirt. Instantly terrified, Gwen wasn't one to panic and made no sudden movements, she tried to keep herself perfectly calm and attack the person. She tried to move her right hand but her arm screamed in pain and she flinched. "Gwen?" the figure said and she freaked out. He knew she was awake, he had his hands on her, he-he-_he knew my name? Wait that voice... Ben?_ "Gwen it's me."

Ignoring the pain Gwen tried to sit up and give her cousin a hug. She'd been feeling terrible since he left about what she said to him although she had a moment of weakness where all she wanted to do was leave with him, she knew she just wanted him home. He lightly grabbed her left shoulder and pushed her onto her back. "Don't try to get up Gwen, you'll hurt yourself. I'm back now, I won't leave again."

"How did you know what happened?"

"I didn't, I don't," she was confused then why he was here. "For some reason I thought something might be wrong. It turns out I was right." He let go of her shoulder when he felt she was no longer trying to sit up. "Now tell me what happened."

With anyone else, Gwen would have made up some bullshit about falling down stairs or tripping on a flat surface. But this was Ben, and she was too exhausted to come up with a lie or even a reason to lie. From the start of dinner, to the fight with her parents, to not wanting to take the painkillers. Gwen spilled everything to him and he didn't say a word. Even when she told him about the broken ribs, all he did was nod. Then she finally finished with going to bed and looked for a response from Ben.

Suddenly the straight face Ben had throughout the story changed to one of anger and he stood up furiously. "Wait, what are you doing?" Gwen asked frantically and tried to sit up again but pain shot through her and she stayed lying down.

"I'm taking you to a hospital. If your parents don't want to bring you because they might get in trouble, then sucks for them. Your safety comes before everything else," she shook her head as he stepped towards her. "Your planning on going to school tomorrow and acting like nothing happened?"

"Aren't you?" she asked and for the first time since he appeared Gwen saw something in his face that she didn't like. Her eyes had adjusted to the dark but his anger was now a deep pain.

"I'm not hurt," he said unconvincingly. "We could go to a hospital far from here and get you fixed up in no time."

"My parents would know I was gone, they would see the new wrappings. Besides I'd never get out of there by the time school starteddddd," her voice raised a little as she felt a jolt of pain from bumping her right shoulder into the wall.

"How are you going to go to school tomorrow like that? People will notice something's up," she knew he was right but there was no arguing with her parents.

After a long silence Gwen spoke, "Ben," her voice was barely a whisper. "What did you do?" With her left hand she grabbed his and pulled him onto her bed where he sat with his legs hanging off. "I heard some stuff about you, why did you..." he started shaking while he sat on her bed and she felt every vibration. She pulled him down and they laid side by side on her bed. Gwen thought it would be painful having him so close but the comfort he provided cancelled out the physical pain and all she could feel was happiness as her cousin lay there. He rolled onto his back and stared at the ceiling while Gwen stayed on her sie looking at him.

"Gwen I did, I d-did," he stopped and turned to face her. Now they were both on their sides with their faces only inches apart.

"Shh, it's okay Ben," he knew it wasn't okay. _She has her own problems, Uncle Frank I'm going to kick the shit out of you the next time I see you._ "You don't have to say anything. No matter what I'll always be here for you." She felt like saying something she hadn't in a while and hadn't since it was revealed she was adopted but right then, it was the right time to say it, "I love you Ben." Gwen's mouth curled up at the edges.

He smiled back at her and repeated, "I love you too Gwen." His head moved forward and Gwen panicked thinking he was doing was it looked like he was doing. She closed her eyes and then felt Ben's head resting under hers, then she felt an arm around her. It was lightly wrapped as to not damage her. Realizing it was a hug, and just a hug she sighed in relief. _Why did I think it was... why didn't I move away._ Opening her eyes she felt the warmth of Ben and wrapped her left arm around him as well. _He's so comfy,_ she closed her eyes telling herself it would just be for a second.

Ben was happy, his smile had not faded and he was in a good mood. Then he heard the steady deep breathing of his cousin and he figured it was time for him to leave. All this time in the dark had started to get to him and he finally felt like going to sleep. He moved a little but she squirmed and he knew that leaving would wake her up, _quite a predicament,_ he chuckled to himself, forgetting all the problems of the world as his whole world was only him and Gwen now. _If I can't move then I might as well rest my eyes for a minute, just got to be sure to stay awake... I feel like I'm forgetting something._ He yawned and ignored the a couple of minutes of lying there with his eyes closed, Ben fell asleep with Gwen wrapped in his arms and he in hers.

As soon as the blackness appeared Ben knew something was wrong. He felt the feeling of falling and realized what was happening. _Stupid stupid stupid, you were touching. When is this spell ever going to wear off?_ "Ben!" Gwen ran up to her cousin in the darkness as he emerged in front of her. "We have to wake up."

"Yeah I know, I figured out this is a dream, that Dreamcaster sure could give us a hand and lift this spell because I'm..."

"Ben listen to me," her voice was scared and Ben shut up.

"Oh don't worry," he started again, "I won't mess up like last time. This time I'll end your nightmare before it even gets started you can count on..."

"Shut up already!" she shouted and Ben became quiet. "We have to wake up because we're in my room on my bed sleeping with each other. If my parents come in and find us like that," she looked horrified and although Ben thought the idea of them walking in would be bad, it wasn't the worst thing that could happen.

To Gwen however, it was the worst thing that could happen and Ben looked at her scared face. "Well the first time we were asleep in the spell, we were out for an entire week. The second time was only for a couple of hours. So if we take the average set by those two," he lifted up his hand and Gwen facepalmed. "Oh shit."

**A/n** Share what you think about the story in a review. Hope you enjoyed the chapter! :)


	8. Chapter 8

I don't own Ben 10.

Gwen looked at her dorky cousin who was holding her hand in the complete darkness of their minds. He had a comforting smile on his face but she could see his eyes, they were in a far off place. Ben dreaded anything he could possibly dream and knew that this would be the last time Gwen would ever look at him the same way. _I wonder if she'll ever say 'I love you' again when she sees what a monster I am._ The walls started to melt and Ben knew it was time but he could still see Gwen in front of him. "Ben, end it quick," she muttered as she lost sight of her cousin and her hand passed through his.

Gwen was in her basement and her dad was facing her in his martial arts' gi. She raised her fists getting ready to fight the man when he got out of his stance. "Have you already forgotten?" Gwen stared at the man with a blank face, "It's a dream Gwen."

Blackness surrounded her instantaneously. "Whoa," she commented as Ghostfreak appeared in front of her. "Nice job Ben, that was... fast," she was smiling and her worries that something would go wrong and the dream would last too long seemed to vanish. All that was left was Ben's dream and somehow he always seemed to scare her more with his dream than her own dream did, probably because she kept seeing herself die.

"Gwen," she looked into the brown haired boy's green eyes and he looked depressed. "Can you promise me something?" she nodded quickly not knowing how much time they had until Ben's nightmare started. As Gwen started to disappear in front of him he continued talking, "Promise that you won't think differently about me. That whatever happens, it won't change anything between us."

"I promise," Ben could no longer see his cousin but he heard the words and tried to believe that she would stay true to them. He stood still as everything started molding around him, sand, people, Ben stood in the middle of the desert town and forgot it was a dream. They didn't seem to see the boy yet but Ben turned into Fourarms and that got all their attention. Ben saw a woman get shot jumping in front of her children and it set him off. He charged at the attackers who started firing at him. His skin was tough enough to take the bullets and he smashed the first guy. Gwen watched in fear as Ben used his giant arms to pummel the men and throw them into buildings. It was like he didn't care about injuring them at all. She saw one of the men he threw smash headfirst into a concrete wall and saw Ben watch it as well but he showed no remorse, no reaction to what he did.

Some of the men started running but that's when it really got scary. Ben jumped up in the air and landed right on top of one of the fleeing men before crashing his upper left fist into the man next to him and sending him tumbling off in the sand. The orange-haired girl turned away hoping that the nightmare would soon be over. She was wondering why this was Ben's nightmare.

The scenery changed and now Ben was Diamondhead, a small army was attacking him but when the smoke cleared he was perfectly fine. As they started to panic, Ben raised his arms and crystals appeared all over the ends. _No,_ he released all the shards and she watched in horror as each one hit its mark on one of the men in front of him. Clothes splattered with blood, people fell to the ground, and Ben started walking forward as if he didn't care.

"Not one more step," a man wearing a funny looking hat shouted with a pistol to a young woman's head. Ben didn't slow down he just continued walking towards their leader, "You asked for it," the trigger was pulled and the woman's body fell limp to the floor and for the first time Ben was shaken out of his trance.

_I could have stopped him,_ he looked at the man with hatred all over his face and shot more shards of crystal at him, hitting him in the legs and one straight through the hand that was holding the gun. Gwen was glad he didn't kill the man even though the man kind of deserved it and she saw Ben blinking red. He turned back into a ten-year old boy and looked down at the screaming man writhing around on the floor. "Ahhhhh, ahhhh," he looked up and saw the alien turn into a little boy and besides surprise, he was overwhelmed with a feeling of safety, "I'm going to kill you." The man reached for his gun but Ben stomped on his hand and pressed on the spot the crystal went in.

His cousin watched him as he reached down and picked up the man's gun. _Ben doesn't know how to use a gun. Well, actually it's probably not that hard from that close, just point and shoot._ She ran right over to him and although knowing it was pointless, she started screaming at him to stop. Ben's eyes were dark from the shadow cast by his hair and his face was shrouded.

He cocked the gun and lowered it so it was pressed against the point between the man's eyebrows. "Please, don't kill me. Let me go, I'll change I can be better," Ben seemed to calm down and realized what he was doing. Shaking, he pulled the gun away and turned his back to the leader. Ben started walking away when the man ignored the pain in his legs and stood up. He couldn't believe that after that slaughter the boy was going to let him go, he couldn't let him get away with it though and charged the still turned around boy. "Ahhhh," he shouted when he was a foot away.

Ben spun as fast as he could and shoved the barrel of the gun right into the man's open mouth. "No second chances," he pulled the trigger and the man's head snapped backwards but didn't come off of the gun. Instead Ben felt the man's mouth close over his hand and when he pried it free, it was completely red.

Gwen stared at her cousin and suddenly reassured herself that she wasn't actually related to him. _Why does that matter?_ She thought after thinking about it, Ben was still Ben. His nightmares didn't change who he was. The look on the boy's face was of complete sorrow, despair, she didn't even want to look because it made her sad just watching him. Scenes started flashing by that Ben didn't take part of he just watched. Stinkfly dropping people from high up in the air, Cannonbolt running people over, then a green and black boat appeared and Ben stared at it. Around him was water and one man swam in the water with a horrified expression on his face and Upgrade just ran him over. The scene flashed again and again, each time zooming in closer to the man's eyes. Finally it ended with Ben just staring right into the blue green eyes of the man as he was inches from death.

The walls began the seep away and everything started to go black again. Gwen rushed over to her cousin who she realized she was keeping her distance from and hugged him. "It's okay Ben. It was just a dream, none of it was real."

He wasn't crying, he didn't actually seem like he needed comforting but he accepted the hug as he knelt there. "Yes it was," he whispered as she embraced him. "It was all real," she slowly let go of the hug and they looked into each others' eyes. Gwen's were green and Ben's were the same but the boy saw something he had feared, in her eyes he saw fear. She was afraid of him. His worst fears came to life in that instant and he started shuddering uncontrollably. "Gwen I," she started backing away from him and was looking at him more and more scared each second.

Ben didn't blame her, all the people he killed, all the things he'd done, they were unforgivable. "Stay back," she looked terrified and Ben did as he was told, closing his eyes and turning around. There was nothing left for him, Gwen feared him, he was a nuisance to everyone in his life. Still in the blackness Ben turned into Stinkfly and flew up in the air, however Gwen took him turning alien when it was only the two of them the wrong way and started running.

The world hero hovered hundreds of feet below the ground below where he saw Gwen sprinting away. _You won't have to run for long,_ his watch started to beep much sooner and he was glad.

"Ben stop, that isn't me!" Gwen shouted still in the darkness but when she had run forward to hug Ben, she went straight through him. Instead another version of herself did and she saw what Ben's true fear really was. She was startled by the truth that Ben had actually done those terrible things, but he was still her cousin and she loved him so she needed to help him get through it. Unfortunately the Gwen in the dream was very convincing and did almost exactly what she was planning on doing when she approached the boy.

She couldn't stop him, Ben was too far gone. His watch timed out and he dropped. The ginger girl watched as he fell out of the sky fast and slammed into the ground distorting on impact and then both of them shot up. Gwen instantly felt searing pain throughout her body and fell back down on her back but she saw the boy sitting next to her not watching her. _He still doesn't know that wasn't me,_ "Ben," she whispered. He pretended like he didn't hear her and stood up, walking towards the door. "Ben," she whispered again but he was turning the knob already. In a loud voice she cried, "Ben!" he cringed knowing that she could've possibly woken up her parents. He looked at the alarm clock and saw that it hadn't been ten minutes since they fell asleep.

Astonished that she would risk her parents coming because of him, he acknowledged her. "That was all a dream Ben," she was quiet again, "that wasn't me running away." He thought of what she was saying and became confused. "I promised Ben," he looked at her in awe, "Nothing changed."

"But you saw... I-I did things," he couldn't control himself but he wouldn't let Gwen see him cry. He wouldn't let it happen, Grandpa was the only one who had, and he planned on keeping it that way. "How can you not think I'm a..."

"Don't finish that sentence," Gwen ordered. She was finding a recurrent theme in all of Ben's dreams. They all had to do with her and her feelings towards him. When she denied him, he would kill himself. Sure they were dreams but they made her think, what if it happened in real life. If she were to get hurt, or worse, who knows what the consequences would be if Ben snapped. _I wouldn't let that happen,_ she was scared for her cousin. He seemed hurt so badly, not physically but he was mentally scarred.

Ben stayed standing as Gwen laid in her bed and he tried to think of something to say. He was so far gone only hours ago. No thoughts about what he had done or what he was doing floated through his mind, only where he could find water or what alien he would turn into. Now that he had the time to think, he wasn't sure of what to do. All the deaths, every person killed by his own hands flashed when he closed his eyes.

After a long silence Gwen started, "Ben, I'm glad you came home."

His expression changed from sad to less sad as he shot a small smile in Gwen's direction. She knew it was far from fixing things but it was difficult to tell if things could be fixed. "Gwen I'm going to go try to sleep, you should rest, that injury needs time to heal."

Gwen felt like saying something, anything, but she wasn't ready for this situation. She couldn't think of a single word to say to Ben so she said two, "Thank you." Whether it was for coming home, checking in on her, caring about her wounds more than her parents, or ending her dream before she had to feel the pain again, she was grateful. He turned the knob and snuck out of the house, returning home and going up to his own room. With one motion he got in bed and under the covers but unlike Gwen, sleep would evade him for the entire night, partly because of the jet lag but also because he couldn't stop thinking about everyone that had died because of him.

The next morning Gwen woke up and decided it was probably okay for her to miss her morning work out. She slept for another hour before getting up to get ready. As she reached her door in pain she remembered something and put her hands over her stomach where she thought the broken ribs were. Whispering, "Regenerus Repairica," she felt a crazy amount of pain coming from inside.

She realized that the pain was actually her bones reconnecting and healing but she needed to put more power in since it was such a bad injury. Repeating the mantra she felt the excruciating pain a second time but when it ended she stood up and felt almost no pain from her torso. Her arm was another issue however and she healed that as well.

Only a couple minutes into the day and Gwen already felt exhausted. She made herself some breakfast and did her usual morning routine and took a shower even though she hadn't worked out that morning.

At the bus stop she waited for Ben to show up although she still didn't know what to say to him but he didn't come out until the moment the bus had arrived. He sat next to her reluctantly and kept his gaze away from her. Even though Grandpa Max knew a little of what he'd done, Gwen had seen it first hand.

The girl was beating herself up as soon as she saw the hurt expression on Ben's face. _If I had gone with him, it wouldn't have ended up this way_. The truth of the matter was that she was right. He needed her, she told him that he needed her and then she abandoned him. Left him to fight on his own without a guiding hand, without backup. It was her fault that he killed all those people because if she was there, she would've stopped him.

All her problems seemed so minuscule all of a sudden. She could heal her physical injuries and there was no need to study, she was positive if she graduated high school now, she'd be in the top ten percent of the graduating class. Ben was in trouble and that was also her problem though. It wasn't that she felt responsibility for him but she knew that they were both still ten and couldn't handle those types of things alone.

"Ben," his eyes made contact with hers, "I'm sorry." The bus was almost at the school, and when that happened she wanted to make sure Ben felt better even just a little bit. "I should've came with you, as soon as you were gone I wished I had gone with you but it was too late. Can you forgive me?" His eyes were as wide as plates.

"Forgive you for what? You didn't do anything," he replied.

"On this bus we said we'd be partners and when I wanted to go with you, you took me along. But when you needed me, to talk you out of it or to come with you, I let you leave alone. For that I'm sorry," Gwen's eyes quivered and Ben was afraid she would start crying on the bus.

"I don't blame you, there is no need to be forgiven." She was about to retort but he smiled and grabbed her hand, "You are the best cousin I could have asked for, but you're also, you are my closest friend."

As much as Gwen hated to admit it, he was her closest friend as well. She had other friends but none she could be as open with, trusted more, or was as amazing of a person as Ben. "We've saved the universe, Earth dozens of times, and you've saved my life more times than I can count. What you did was wrong but _we_ can get past it together." She grinned and grasped his hand as the bus stopped.

The boy stood up along with everyone else on the bus and was in fact feeling less guilty. "Did I ever tell you how amazing you are?"

"Probably not," she responded with a smile.

"Well, you're amazing." With that he got off the bus and walked towards the school, wearing his Yankees shirt and new pants. Even with all the shit that went on in his life, as long as he had Gwen, everything would be alright.

During lunch Gwen had planned on sitting with her cousin but he knew that and didn't want her to look weird so he sat with a bunch of guys. To his surprise they didn't tell him to leave and actually involved him in their conversation. He never realized he could just walk up to people and make friends but if Gwen could do it then why not him.

She was glad he was making friends so she sat with her normal lunch table and talked to them instead. After school she had the computer club so she went and they had elections. She ran and won unanimously because no one else even tried to run against the smart new girl. Her friend in the club was happy too because she was appointed Vice President.

When Ben woke up that morning, his dad wasn't home at his house and his mom was still sleeping. When he got home, both of his parents were waiting in the tv room. He expected a scolding, or worse, but Max had gone and explained that something had happened while Ben was gone, so they shouldn't try getting him to talk about it. First his mom gave him a hug and smiled saying, "I love you."

Before that moment he still hadn't had a single interaction with his mother so he was overcome with happiness. His dad walked over and crouched in front of him, "Whenever you want to talk about it is fine with us." Ben's mouth dropped a little and he nodded. To avoid an awkward silence he walked upstairs to his room and shut the door behind him. "Okay, weird."

So far the day had gone amazingly, which made a pit so deep in his stomach there was no way he could rid himself of it. He attempted to ignore it but so much good was happening that it seemed like something bad had to happen. Finally Ben decided to take a nap since he hadn't slept for over ten minutes of the night before and it was making him too tired to focus.

As Ben closed his eyes the images of all those he slaughtered came to his mind but instead of trying to run from them, he let himself see them and accept that it was done. _Never again, except maybe Vilgax. No not even him, I've just got to make sure Gwen is with me and I'll never do it again. _Above all the others' faces, Gwen's appeared, smiling with her big green eyes wide and accepting.

Ben soon went to sleep but he was not asleep for long. After what could only be a couple of hours Ben suddenly awoke and felt very hot. He sat up and gasped causing him to cough uncontrollably for a minute. His room was filled with smoke and there was fire on all sides of him. His chest felt the hottest but he ignored it and rolled off his bed.

If it weren't for how his body was screaming at him, he might've thought it was a dream but it was much too vivid. Ben looked around for an exit but all he felt and saw was fire as burns started creeping onto him and there was nowhere he could run.

There were sirens blaring right outside but he couldn't figure out if the fire fighters were coming for him or not. There were a couple of aliens that turning into would mean almost certain death but there were also a couple that he could rely on to get him out of there. Ben attempted to turn into Ghostfreak but he couldn't even see his watch as he slammed his hand down on it. "Not my first choice, but alright!" Heatblast looked at his hands and pushed down, propelling himself out of his window and into the air. His pain almost vanished but that often happened when he turned alien, it would be back soon.

Below him were a lot of people standing in the street all screaming and pointing up at him. "I know what you're all thinking. Big fire monster and a burning building but it's not what it looks like."

"What did you do with my son?" He looked down and saw his mom shouting. She looked afraid and seeing as he just flew out of his bedroom window it didn't look too good for his alien's reputation.

"Um, gotta go," he shot away in the sky and hid out of sight until the watch timed out. The area he hid wasn't too far because he planned on going back and helping put out the fire as a different alien but as soon as he turned back into Ben he felt an extreme amount of pain and started limping back towards his house.

Following the sound of sirens, Ben hopped the fence to his backyard and stumbled around his burning house. The firemen were trying their hardest to put it out but the house was almost entirely ablaze. Someone saw Ben walk around the side of the house and shouted but Ben couldn't hear them anymore. The burns he got and the smoke that got in his lungs before he transformed were too much for his ten year old body to take.

Max ran over to Ben first, pushing others out of the way to get to his side as he collapsed. When he first saw Heatblast he assumed the worst but Ben got these before he turned alien. Gwen was the next one at her grandpa's side and came to the same realization he did. Although Ben's parents and everyone else may think it was the alien, they knew it couldn't have been him.

An ambulance came over and the paramedics put him on a stretcher but Gwen wouldn't leave his side. "Can she ride in the ambulance too?" Gwen turned around and was surprised that her Aunt Sandra was the one who asked. The man looked over the little girl and nodded and the two women got in the emergency vehicle.

"That alien won't get away with this," Sandra spoke harshly.

Gwen looked one more time out the back door before it closed and saw her parents standing far off from the rest of the crowd. Her heart skipped a beat when she saw the smirks on their faces and remembered what they whispered to each other the night Uncle Carl told her she was adopted. _My brother will pay for the damage he's done to us. Him and his worthless son. Only you and I can know about this, Gwen must never know it was us._

Her entire body started to shiver in anger. Lili turned towards the ambulance as the door was closing and saw her daughter glaring at her. Gwen's eyes were filled with hate, loathing at the possibility of what her parents had done. _Maybe I'm over thinking it, fires happen._

The door closed and Gwen looked out the back window at her mother who was looking right back at her nervously. She looked at her dad and his smile gave it away completely and he knew it. Frank looked at his daughter as the ambulance started to pull away and he put one finger up to his lips and Gwen couldn't hear him but in her mind she heard, "Shhhhh."

Her world started to collapse around her as she turned back to Ben who was being tended to by the paramedics. There were burns on his legs, arms, one big one on his cheek. It was a good thing he turned into Heatblast before he received any permanent damage but he still looked pretty battered. The doctors kept talking about the smoke though and although Ben was asleep, he kept coughing. He was twitching and appeared much worse than the doctors were saying he should. One of them started removing his clothes to see if there was any damage underneath but Gwen didn't look away. His chest and abs were more toned than she remembered but she wasn't focusing on that, it looked like something must've burned through his shirt, maybe an ember while he was still sleeping, but there was a huge red and black mark on one side of his chest and it was bleeding.

"How did we miss this?" One of the two men said looking at the other who shrugged sadly. They made the biggest mistake you could make when talking about someone's condition; they talked about it with the patient's mother in the car.

As soon as the boy's mom heard that and saw the wound, she screamed, "What do you mean? He's going to be okay right? Oh my baby boy, I'm so sorry," Gwen was looking down in shock because the two doctors weren't trying to cover the wound.

"What are you doing?" Gwen asked angrily and the men looked at her.

One of them said in a monotone voice, "We're going to have to perform surgery as soon as we get to the hospital which is in ten seconds." Gwen felt the vehicle turn and they were in the parking lot. "We'll keep you posted," they wheeled Ben out of the ambulance as fast as they could with the team that met them outside and one doctor held his family back.

"Do you think he's going to make it?" A woman whispered on one side of the dolley as they wheeled it into the building.

"It looks like it burned right through his chest over his heart. I don't know if anyone could handle that," they pushed him into a surgical room and the surgeons were already set up before looking at the scorch wound on the boy's chest. Gwen waited outside in the hallway because trying to push her way through would only hinder the efforts of the doctors.

For hours, Gwen sat in the waiting room. Max showed up with Carl and they stayed there for a while but Carl had to leave, telling his wife to call him if anything happened. Gwen couldn't believe he was leaving but all they were doing was sitting there, it wasn't like they were helping Ben at all. She wished they would let her in, but she didn't know if such a simple healing technique could mend something as serious as this. At the least she could try to help some of his smaller burns get better.

She decided and took a step towards the room but as she did, the door opened. Sandra stood up and ran over to the door and Max put a hand on her shoulder. "Mrs. Tennyson," the doctor started, "Ben is a lucky boy." A sigh of relief came from all three of the Tennysons who wanted to rush into the patient's room right away. "I'm afraid he won't be able to see any of you tonight because he was given some pretty heavy anesthetics. He's become conscious but barely and he doesn't really know what he's saying."

"Can we see him, please, it doesn't matter if he's drugged on elephant tranquilizers. I just want to see my son," Sandra pleaded and the man turned around.

"I guess there's no harm to be done, just be careful. He's still recovering and moving him could be damaging beyond repair." The three of them thanked the doctor and went into the room. There was only one patient in the room and he looked pretty bad. Ben had one bandage on his face and his arms and legs were wrapped so he kind of looked like a mummy but his body was covered by a blanket.

Gwen walked over and looked down at her cousin. He looked so peaceful lying there but she could only guess at what was below the blanket. Looking to check if it was okay, she turned and the two adults in the room nodded so she pulled back the covers. Underneath were more bandages covering his wound and Gwen sighed, not knowing what she was expecting.

The patient finally faded into consciousness again and saw the angel at his bed side. "Helloooo," he mumbled with a huge grin on his face. The others chuckled and Sandra moved in looking at her son with such care, "Ben I'm so sorry."

"Why are you sad?" Ben suddenly became sad too and Sandra realized she was having that effect on him so she brightened up.

"Oh it's nothing really," she smiled and got the same reaction from her son. "I'm just glad you are alright." His goofy smile got them all in a much better mood than they were in for the last couple hours. Max and Sandra went to talk to the doctors about how long Ben would have to stay in the hospital leaving the two kids alone.

"Psst, arrrre you an angelllll?" Ben was slurring his words and Gwen thought he looked cute lying there with a ginormous smile on his face.

Realizing she might never get another chance like this she let her childish side take hole, "Yes Benjamin, I am an angel." She giggled as his eyes went wide.

"I knew it," he mumbled and started laughing. He felt so giddy, like people were tickling him all over his body with feathers. He used his free arm that only had one burn on it to reach up and touch the cheek of the angel. Gwen hadn't healed the red mark on her face and it still felt rough so Ben frowned. "What happened?" he said sadly.

_He looks so innocent,_ "It's nothing really. You shouldn't be worrying about me, you are pretty hurt. You're family is very worried about you," he started giggling again. He looked away, "What is it?"

The boy turned back to Gwen and she noticed that his hair was completely fine which was a miracle considering the state of the rest of his body. "Is Gwen worried about me?" he questioned and the _angel_ smiled.

"Of course she is, she's more worried than any of them," _he won't remember any of this anyway._

"Good," he giggled more and shook his head back and forth making Gwen laugh. "Can youuu keep a secret?" he asked between giggles. She'd never seen him in such a state, his whole body was shaking happily while he laughed his burnt heart out.

"Yes, I'm an angel remember?" she replied and leaned in, wondering if she should actually do this, but it was a once in a lifetime opportunity. Besides, what did Ben know that he didn't tell her about.

He leaned his head in so his mouth was inches from Gwen's ear. "I love Gwen," she smiled and looked down at him as he giggled some more.

"She loves you too," the angel Gwen said and Ben shook his head while laughing.

"Noooo, no no, I'm _in_ love with Gwen," she stumbled back a step and looked down at the happy boy. "Don't tell her though," his face became noticeably sad. Usually he'd try to hide his emotions but on these drugs when he was happy, he was really happy, and when he was sad, he was really sad. His mouth was an upside-down smile as his eyes started quivering, "I can't tell her," she was shocked by what he just told her and knew she shouldn't stay in case she invaded any more of his private thoughts. "I c-can't tell her because she's too good for me," her eyes became wide, "I'm a stupid, immature, kid, and she's the smartest, prettiest person in the world. And, I'm," he sniffled and looked down from the angel, "I'm going to hell aren't I?"

She remembered that he still thought she was an angel and the question was a serious yes or no question. "No of course not Ben, you are a good person," he shook his head and was still frowning sadly. "You've saved so many people."

"No," she stopped as he started tearing up, "I'm a murderer, and she deserves better than me. But it's okay though," the huge smile came back on Ben's face and he wasn't faking it. "As long as she's happy I'll be fine. Nothing ellllse matters as long as she's saaaafe," his eyes closed and his head turned to the side.

She backed away, not wanting to be there when his eyes opened again. _He's 'in love' with me?! We're cousins, well I'm adopted but still. Why is that all he cares about, can't there be something else fulfilling in his life._ He'd already tried just saving people but that didn't fill the void he needed to survive. How long would it be that he was out there saving people before it lost its meaning and he stopped doing it. She walked through the hallway with her hands in her pockets and past by her grandpa without glancing at him. He saw that she didn't even realize he was there and turned around but she kept walking.

_It must be tough for her,_ he walked over to Ben's room and stepped in but the boy was sleeping peacefully so he left. At the end of the hall, Max heard someone call his name and he turned around, "Max, Max!" Lili was rushing over to her husband's father leaving Gwen's dad next to the entrance. "How is he? Is he going to be alright?" She looked incredibly... nervous, not scared, not caring, but nervous.

"Yes he's going to be fine," she sighed a deep breath of relief. "The doctors say he'll be ready to leave by Saturday at the earliest but they said that since it was amazing Ben survived in the first place, he might be able to leave even earlier. They're calling him the miracle kid of the night," Lili looked panicky again.

"So it was bad?" she asked as Frank caught up to her and rested a hand on her shoulder.

"Yes," _what is up with her?_

Frank looked much more composed than his wife and went to his father. "Where is Gwendolyn, it's time for us to go home?"

"Are you sure about that? She's pretty close to her cousin, this is very traumatic for her," Frank shook his head anyway.

"School is school, she's not going to miss for this. Besides, you said he's going to be fine so that's all there is to it." Max gave his son an odd look as the man walked past Max and down the hall where he saw his daughter.

Gwen said goodbye to Ben, but he was asleep when she checked in, and then she left with her parents. The car ride was silent for almost the entire trip and then Gwen said quietly, "You both are monsters." The car screeched and swerved into the other lane for a second but thankfully, they got back in their lane without an accident.

"What did you just say?" her father seethed between his teeth. The way in which his daughter just spoke to them was unprecedented. She was always quiet and submissive and he suddenly wished he hadn't smiled so much when he burned his brother's house to the ground. "How dare you speak to your mother and I in that tone."

"You almost killed him," her mother whimpered as the words came out of Gwen's mouth and she cringed. Frank didn't lose his composure however, he pulled the car into their driveway and turned around looking Gwen straight in the eyes.

"You are not to speak a word of this to anyone, do you understand?" he pressed his hand onto her stomach but instead of the response he was looking for Gwen just glared at him more intensely. "What the," she opened her door and stepped out of the car but Frank was struck with confusion. He pushed enough force into his hand he was sure her broken ribs would've felt something, but there was no response.

Gwen walked out of the car and instead of into her house, she walked over in front of Ben's and stared at the black frame. Although the fire fighters had been able to put it out before it collapsed, it would be a while before anyone could live in it again. Her mother walked up slowly behind her and whispered, "He wasn't supposed to be asleep, he was supposed to run out with the rest, he was supposed..."

"Mom," Gwen said sternly and turned to face her mother. Frank was standing behind her mom and Gwen continued, "I will not speak a word of this to anyone, ever. On one condition," she looked angrily at her father. "They will stay with us until their house is livable again."

"What!? That is outrageous," he said loudly. The whole reason he burned his brother's house to ashes was so he wouldn't have to be near him anymore. Frank wasn't going to let his ten-year old daughter tell him what to do. "You are going to go to your room right now and finish your work for tonight, then we're going to have a spar."

"No." Frank stepped back, this was not the same daughter he was used to. She was not submitting after a few angry words and idle threats. "I said no! We are going to host the other Tennysons and you aren't going to fight me on this because not only did you commit arson, but child abuse," she pointed at her stomach which was fully healed, "and attempted murder." Her mother gasped and Frank was dumbstruck.

"You wouldn't," he started but her eyes were dead set on doing it. Trying a different approach he said, "We're your parents, your family."

Gwen walked past them towards her house and said back, "Ben's my family."

**A/n Hope you enjoy. Review!**


	9. Chapter 9

I don't own Ben 10

As soon as the orange-haired girl closed the door to her room she collapsed on the floor. _Did I really just do that? And I'm okay?_ For her entire life she was worried about saying or doing the wrong thing in front of her parents, yet she had just crossed the line, then scribbled over it and drew a frowny face. Her world was spinning, but she felt amazing, it was like she was free for the first time. She looked at the paper pile on her desk and nervously threw them off, onto the floor. The laughs that escaped her mouth as she threw down all her work, everything she'd already done today and what she had yet to do, they were exhilarating. Every sheet of loose leaf that fell on the floor was like another weight lifted from her shoulder.

_I know magic, I've saved the universe, _she magically opened the floorboard and pulled out her spellbook. _They can't tell me what to do any more!_ Gwen opened to a page with a bunch of spells she could do in her room and started practicing. Downstairs her parents ignored the noises coming from her room because they figured she just needed to blow off some more steam. Frank was still not accepting his losses and was not going to allow his brother to stay in the same house as him and his family.

Gwen started making the papers dance around the room, making cool shapes and animals with the pages. At the end she waved her arms and all the papers flew into one large pile and she put them out of the way on her desk. Just because they were there doesn't mean she planned on doing them but there wasn't a garbage can in her room. Next she tried making purple shields with her hands without muttering a single word and it was still difficult. When she fought alongside Ben, Tetrax, and Myax, she felt so much pressure on her to succeed that everything started coming naturally. Now, in the confines of her own safe home, she found it more difficult, which is why she needed to practice she reasoned.

Making a small purple circle on the floor, she stepped on and let it raise up in the air. She sat in lotus position on the disk and concentrated on keeping it up as long as she could. For longer than she could count, she sat there with her eyes closed and mind clear as she practiced her magic. Finally she was feeling way beyond exhausted and hovered over her bed where the purple disk faded out. She fell through it and landed softly over her covers. She started thinking about her parents and what they had done. Not only did they burn down Ben's house, they did it because Carl told her she was adopted. _I have to remember to thank Uncle Carl for that,_ she hated the grins on their faces when the house burned down. _Heck, people should know it was them. They left work early, hated the residents, came back to the scene of the crime. How am I the only one that sees how obvious it is?!_ Her frustration kept her awake but at the same time it was knowing that Ben was lying in a hospital bed because of her. It was her secret being revealed that made her parents seek vengeance.

Staring up at the ceiling Gwen didn't know what to do anymore. She had school the next day but she already knew everything she was going to learn for the entire year. If she only showed up for taking tests, she'd still get a one hundred average and she knew it. After the fight with her dad she realized how much practice and actual real-life experience she got with her martial arts during the summer. That only left one aspect of her life unfulfilled and that was helping Ben. _After school tomorrow, first thing I'll do is head straight to the hospital._

Gwen checked her alarm clock and saw it was already ten past one in the morning and she had yet to sleep a wink. 'In love with Gwen,' she never would have thought it possible but when she thought back it wasn't hard to believe.

When on Zenon, Wildvines attacked her but Gludo saved her life. As they made their way out of the tunnels and to the surface where a huge battle was commencing she saw two drones heading straight for her Doofus of a cousin. All she could think was how he really couldn't last very long without her. That was until he turned around and saw her.

His look of initial shock didn't surprise Gwen but what happened next was completely unexpected. She saw tears run down his face as he sprinted across a battlefield to her. Instead of stopping he came right for her and hugged her tighter than she'd ever been held before. She had never seen him so happy and originally she thought it was because he just didn't want to explain to Grandpa that she was eaten. Now though, she saw it for what it really was.

A few weeks before when she saw Ben's dream, he said that her and their grandpa were all that mattered to him. The more she thought about it the more she realized she felt the same way about him. When Tetrax told them the universe was going to explode, "Including Earth," both her and Ben thought and said the same thing, "Grandpa." Out of all the innocent people, their parents, friends, Max was the first one to come to their minds.

It was on the ride back to Earth that Tetrax answered her question. She'd asked what happened after she got sucked into the ground by the vines. Tetrax looked nervous and tried to avoid it altogether but Gwen wouldn't let him so he explained it.

** "Just tell me already, how did you guys find Asmuth? What happened after I was sucked in," **_**They do it without me and they won't even say how**_**. Gwen was looking expectantly at the Diamondheaded alien and the man sighed.**

** Checking to see if Ben was in the vicinity, Tetrax took a seat and motioned for Gwen to do the same. Internally cheering, the girl took her seat and looked at the alien. "We found where Asmuth was hiding but he wouldn't let us in," he took a deep breath, "Ben wouldn't accept that and went alien. As Cannonbolt he slammed into the door but it was electrified. Yet he tried again and again even though it seemed impenetrable."**

** "That's Ben alright, stubborn even when there's no chance." Gwen retorted with a smile but Tetrax frowned at her.**

** "He wouldn't stop smashing the door because he couldn't accept that he lost you for nothing," Gwen stopped her smiling and looked over into the other room to look at Ben. "Asmuth's doors weren't strong enough and Ben smashed through them, he was so angry. I would never usually admit this, but I was scared of him. He seemed unstable, like the universe barely mattered and he just wanted to hurt someone."**

** Gwen's eyes shot back over to her cousin who was messing around with a hoverboard. Her adventure in space was different from Ben's, she thought because she was constantly worrying about him. The whole reason she got on the ship was because he was getting to go on the trip without her and that was unfair but it turned into more than that. His orange explosion that shot him backwards scared her. If Ben was going to explode then she needed to be there to save him. At the prison was the first time she feared the worst because of the explosion. It didn't matter how far back she was, she was lifted by the force of the blast into the air and when she looked across the room, Ben wasn't moving. His death scared her but when he sat up, she forgot about the fear that had arose in her stomach.**

** Tetrax continued as she thought to herself, "He destroyed what he thought was Asmuth but then the real creator stepped out of his wrecked body armor. The armor was grade four and was supposed to sustain a lot of damage, but with one hit, Ben had destroyed it."**

** "He didn't look too angry when he was shooting all the drones and robots outside with his cool arm gun thingy." Gwen said, thinking the boy he was describing and her dorky cousin were two very different people.**

** "He knew that you would've wanted him to save the universe. I believe that is the reason he did it, not selfish reasons, but for you."**

** The orange haired witch remembered right before she was eaten, how she pushed Ben out of the way. She was always having to get him out of trouble and barely gave it a second thought, not knowing that it could mean the end of her life. As soon as she was between the plant's teeth, she started panicking. She was terrified but Ben didn't care that using the watch would speed up the countdown, that it could kill him and even end existence, he needed to save her over anything else. When he turned Fourarms she thought there was nothing that could stop him but he was held back. She was dragged below ground and the floor closed above her. Then all she saw was blackness before Gludo saved her. "What happened after I was 'eaten?' Like immediately after I was pulled down," She asked using her fingers as quotes since she never fully got swallowed.**

** Tetrax looked even more hesitant to answer but the girl deserved to know. "You wouldn't have recognized him." The alien cast a glance at Ben and looked back, "He punched the hatch that you were pulled into as hard as he could and then kept punching. When I told him it was enough and that you were gone he snapped. Ben ran around the room smashing the walls, breaking everything, making huge explosions but he didn't care. If he didn't turn back to a human, I don't know what he would've done. All he kept shouting during it all was, 'It should've been me. It should've been me.'"**

_** He did that because of me? I never knew he cared that much. **_**There was one other moment where Gwen was afraid for the worst.**__**When they were fighting it out on top of Asmuth's base, Gwen saw the orange light start to come out of Ben's watch. In an explosion that topped every single one previous, it destroyed every robot around her and she though he was gone. Sure she was reassured seconds later that he was okay, but for the brief moment she thought he was gone, everything else paled in comparison. All other activity ceased to matter to her and all she could think about was running over and saving him. She saw his body after the boom and knew that one more time and it was all going to be over. He was torn and ripped from the blast, scratches covered his entire face and blood started dripping down him. His whole body quickly became red but Gludo was able to put some weird ointment on after the fight that healed the wounds.**

It was hard to keep that information from Ben for so long but now she knew she should have brought it up back then. It was only when they got back from space that Ben started telling them to hang back during fights and missions. She thought he was being selfish and wanted all the glory for himself, but he was just worried something like what happened on Zenon would happen again.

He was always thinking about her and yet all she did was think about herself too. She liked to think she thought about others more than Ben did but it wasn't true. _Since I've been home all I've done is think about my own problems and I ignored all the obvious problems Ben was having. When I was moping in self-pity about getting my ribs cracked, he came and made sure I was okay. My homework problems, I can't believe I let that take precedence over him when he had just caused a man's death. My parents weren't even coming home yet but I was too selfish to help him. _She tossed in her bed, _He's selfless, caring, smarter than he lets on, cute_, she grinned at the image of Ben smiling wide at her in the hospital bed. Her eyes started to flutter shut ending her thoughts short but with Ben on her mind she was finally at peace and nodded off.

Carl had been able to get out of work early since his son was in intensive care and was sitting with his wife in Ben's room, sleeping on one of the chairs. Max had gone outside and was sleeping in his parked RV across the street from the hospital. Ben's parents didn't have a home to go back to and although it had barely crossed their mind, when Ben was released they were going to have to find a place to stay. Insurance covered repairs and damages and Max had sorted it all out with them over the phone but for finding a place to live, they were on their own.

Ben was continuing to be pumped with drugs, whether it be the antibiotics, or the sedatives, and he was completely out of it. His first thoughts when his eyes opened in the darkness was that he was dead, but quickly he realized that his parents were at his bed side. They looked funny in the positions they were lying in their chairs and Ben tried to cover his mouth as he started to giggle. His hand couldn't reach his mouth because there was a bandage around his elbow and he couldn't bend it but he didn't know why it was there, everything was starting to get confusing. Then he remembered the fire. The first thing he thought about was how Heatblast wouldn't be able to show his mug in public anymore because people thought he burned the Tennyson's house down. The second thing he realized was that he was covered in bandages and although he was pretty doped up, his chest ached and he tried not to move that much.

The boy attempted not to panic as he checked his wounds. His chest was the only thing that really hurt so he rested his hand over his heart and instantly pulled it away because of the pain. _When did I, _he couldn't remember what happened to his chest but it felt like it was on fire whenever he moved. _Gwen! Gwen, _he looked around the room but didn't see her. _Where's Gwen? _He started frowning and his lip quivered. Both his parents were asleep and he couldn't move. It was dark and scary and Ben started to freak out.

"And then I said, that's not a water buffalo, that's my mother. Hahaha," the two nurses next to the doctor laughed. Neither thought he was particularly funny but he was handsome, and rich. Above their heads a light started blinking and they started running down the hall. Busting through the door, the first thing the doctor saw were the parents standing next to the bed, panic stricken. As the nurses rushed them out of the room he looked at the boy and saw him arching up in the air and convulsing. The machine next to him was beeping close together so he had to hurry.

"Please help him," the doctor was trying to drown out the sounds of the parents on the other side of the door. Sandra watched as the man grabbed a needle and shoved it into Ben's arm while the nurse held him down. The convulsions slowed down and then stopped and Ben's heartbeat slowed down. It started beeping at the normal speed and everyone sighed a breath of relief. "Thank God," Carl mumbled and Sandra hugged him.

The doctor stepped out of the room and gravely addressed the parents, "He'll be unconscious for a while now. Don't expect him to wake up for breakfast," the man put a hand on Sandra's shoulder and continued. "We thought the operation went smoothly and there was nothing wrong but he seemed to almost self-inflict more injuries upon himself. We are going to have to keep him under some pretty heavy painkillers even after he is discharged from the hospital."

"We're just happy he's alright," the woman smiled and the man in the white scrubs felt better.

"Yeah Ben's a tough one, he can handle it," Carl said looking back in at his sleeping boy.

"Are you two planning on staying the whole night?" they looked at the doctor questioningly, "Just asking because he won't be awake and he's fine now."

"Our house burned down," Carl stated plainly.

"Oh," the doctor suddenly wished he hadn't intruded and just bowed his head before sulking off. _Should have just left them alone,_ _don't, don't,_ he turned back and walked over to the parents again. "There's an empty room down the hall if you don't want to sleep on the recliner chairs, you can go there."

Both adults looked at the nervous man but then Sandra smiled, "Thank you very much for offering, but I think we'll just stay with our son." Carl nodded and the man respected that and left again, this time for good.

When morning finally came, the Tennysons awoke next to their peacefully sleeping son. Carl felt so ashamed of himself as a father: first his son ran away, then he allowed him to get injured this badly on his first day home. The fire was shocking to him, it started on the opposite side of the house of his room where he and his wife were. Leaving his room, the stairs were about to be overcome with the flames, but the passage to Ben's room was already ablaze. At first he thought Ben would have left in time and already be outside but when he ran out, his son was nowhere in sight.

He tried to run back in, there was fire all around the front door, but he tried anyway. It took three of his neighbors to hold him back from getting burned worse than he already was. As they escaped down the stairs a burning board fell from the ceiling and was heading for Sandra so he shouldered her out of the way and it fell on him instead. After pushing it aside he saw it had burned through his clothes and into his right arm's skin but after the ambulance pulled away, Max dressed the wound for him inside the RV.

Sandra was having similar difficulties forgiving herself for running out of the house without her son even though everyone kept trying to reassure her there was nothing she could do. _That alien, grrr,_ she remembered cheering him on when she watched a news story about him earlier on in the summer about saving a bunch of people but now. _Why would he try to kill us, what could he have wanted?_ It was all too confusing for her but she knew that it wasn't over as long as that alien was still out there.

Gwen went to school after waking up and doing her morning routing including a workout session. Her parents were confused how she could do it, how she could be better all of a sudden but they couldn't get her checked out because then the doctors would find out what happened in the first place. The day went fine, Gwen aced a test barely looking at the questions. Then it was time for lunch.

As she got on line, she realized that people around her stopped talking. She looked at them and they quickly looked away, realizing they were staring. Gwen went over to her lunch table and sat down but instead of the usual loud chatter, her new friends were all quiet. Finally she couldn't take the silence and asked, "What? Do I have something on my face?"

Her friend in the computer club who was sitting right across from her, Jenny, whispered, "How's your cousin?" Apparently news got around fast in this town and everybody listened close after the question. Gwen turned around and saw the lunch table next to hers was pretty quiet too although they pretended like they weren't listening.

"He's in the hospital but they say he'll be fine," some of the people listening were disappointed that the story wasn't as juicy as they thought. The last most people saw of Ben was unconscious, covered in burns, and being driven away by an ambulance.

"That's good," Jenny replied and the others nodded in agreement. "Are you okay?" by this point most people went back to their normal conversations and it was pretty much just the two of them talking now.

"Yeah. Why wouldn't I be?" Gwen asked as she started chowing down on the school food. Most people thought it was disgusting but after what she had to go through during the summer, it was like heaven. "I was at home when I heard the sirens, I didn't even know the house was on fire until the trucks showed up." The fire department wasn't too far from their houses but she was still astonished it took her that long to see the inferno next door. All she had to do was look out the window or pay attention to the shouting people outside. _If I had seen it earlier I could've gotten him out of there. I was too focused on my work in front of me to zone out and look outside, what is wrong with me?_

"Because you keep doing that," Gwen forgot she was in the middle of a conversation and looked away from her food that she was picking at with her fork.

"Doing what?" Gwen asked innocently.

"I can see right through you," _she can?_ Gwen looked at Jenny who spoke quieter because even though there were other conversations going on, she didn't want Gwen to feel embarrassed in front of all of them. "You're worried about him. Every time you stop talking it's like you retreat back into your own thoughts."

"Am not," Gwen retorted. _But now that she mentions it, I should try out that healing spell._ Earlier on when she woke up, she searched through the spellbook and came upon a spell that was much harder than the one she'd been using and took much more energy to accomplish. It was a healing spell that could even mend bones but it warned that the user should only use in the most dire of circumstances because it drained all the user's mana.

"It's like talking to a brick wall, whatever Gwen, pretend all you want. I know the truth," Jenny grinned but Gwen stared at her with a blank look. "Huh?" Gwen hadn't heard a thing she said and the other girl sighed, putting her head on her chin.

After school ended, Gwen went home and studied the spell for about an hour until she thought it was perfect. Then she left and started walking the couple of blocks to the hospital, it took longer than when riding in an ambulance, but she still made it there pretty quick.

The ten year old walked into the hospital and the lady at the front desk recognized her from yesterday. Gwen nodded to her and the woman let her past. Gwen was feeling very nervous having her spellbook in her back pocket, she didn't want to mess up the spell so even after memorizing it, she still wanted the book for reference.

She walked down to Ben's room and walked in. His parents looked at her and smiled, "Hello Gwen." Sandra stood up and hugged her niece.

"Have you guys been here all day?" She asked, looking at the adults.

"Actually I got back from work an hour ago," she turned to her uncle. "Now that your here," he looked at his wife, "Let's go get some dinner. Ben will be fine with Gwen watching him." The orange haired girl gave Carl a confused look. His care for his son made her question her belief that he was a terrible person.

The boy's father had been hurting constantly for almost a week now. He'd kept himself away from any sort of drink and though difficult, he did it for his son. Ben was in trouble and he couldn't make his problem more of Ben's than it already was. He was supposed to be the responsible one and in that aspect he had been failing his whole life.

Sandra walked over and kissed her son on the forehead and then followed Carl out of the room. _Good, he's still asleep and I've got the room to myself. _She opened the book to the page with the spell on it and made sure she had it down perfectly. There was no one to practice on since it explicitly said never to use on yourself and Gwen knew that she had to get it right on the first try.

After a couple of minutes she put the book down and checked to see if anyone was in the vicinity. She glanced out the windows then closed the blinds and locked the door. There was not a lot of time and she knew it was going to make some noise but it would be worth it. Relaxing her muscles, Gwen pressed her hands on each of Ben's cheeks and started reciting the words with perfect pronunciation. Her fingers started to tingle, then vibrate as they were surrounded by a light blue translucent light. Throughout it Ben was lying still as the blue light started to spread over his face. A hum started up and was slowly getting louder but Gwen was too focused on her cousin to notice.

Outside the door, a nurse was knocking, hearing the noise on the other side. The blinds being shut drew her attention to the room but now there was a weird noise and the door was locked. "Open up in there," she shouted as she shook the handle. Others started coming over as through the blinds, a blue light was escaping and shooting out into the hallway. "What's going on in there?" Another nurse asked as she fumbled with the keys.

Gwen heard the keys jingle and had to finish soon. Her legs were shaking and she could barely stand but she kept putting more energy into the spell as she repeated it again and again. All of a sudden Ben's eyes shot open and he made eye contact with Gwen standing there, pumping him with the healing magic.

Her hands were squeezing his face and he saw the thin blue aura surrounding his face and covering his eyes. Through the veil Ben could see the sweat on Gwen's skin. Unlike when Gwen healed herself, this time the patient was not feeling immense pain during the heal. Ben saw her wobbling and could see pain on her face. "Stop Gwen," he mumbled but was unable to move while surrounded by the field. "You're hurting yourself," she ignored him and pushed the last bit of her strength into it.

_There, _the blue light faded and Gwen's eyes closed. A smile was spread across her face and looked so calm as the door was thrown open. Ben sat up fast and caught her as she fell forward onto the bed. He ignored the doctors running around into the room and looked down at Gwen's face. Her eyes fluttered open and he didn't know how long she'd be able to stay awake. "Thank you," her smile broke the impossible and got even wider as her eyes closed and she was out cold.

"What are you doing? What happened in here? Lie back down you can't stand with your injuries." Ben laid his cousin down on his bed unconscious, then turned to the hospital staff that rushed into the room. He didn't know what to say as there was nothing they would believe. Instead he looked down at his wrapped arms and started unwrapping the bandages. "Hey you can't do that," they tried to stop him but he got the bandage off before they got to him.

The grown ups froze as they gazed on his skin. They were all part of the team that wrapped him in the first place, and now the four doctors and nurses in the room were confused. Not a single burn, no marks, his skin looked fantastic. In their surprise, Ben had time to remove the bandages on his other arm and it looked the same as the first. Then he sat down on the bed and the staff got into action. They ran over and started removing the wrapping on his legs and gasped at the missing burns.

Ben took off the bandage on his face and felt it with his hand. He looked at the girl next to him and thanked her again in his mind. After his legs were all unbandaged, everyone looked at the white lines around the boy's chest. Even Ben felt nervous no matter how much faith he had in his cousin's abilities.

The chief of medicine heard about what was going on and walked in the room. He headed straight over to the boy and leaned over. Ben could sense the authority emanating from this man and kept his arms up as the man unwrapped the last of the bandage from around his chest. The doctor backed up and stood next to the other shocked people as Ben looked down at his own wound.

Where the wound once was, in its place was nothing but a scar. The magic couldn't completely rebuild the skin that wasn't there anymore and the job was patchy, but he felt better and his insides were completely fixed up. "Can somebody explain to me what the hell just happened?" The chief asked and looked expectantly at the others.

After they all shrugged he turned to Ben and gave him a look. "Good job all of you. Thanks for healing me!"

"That's not how medicine works," one of the confused men said as he continued to stare at Ben's unburnt skin. "It takes longer..." the man had been practicing medicine for ten years and had never seen anything like this. It was worse for the chief who had been doing this for his entire adult life and was only a few years from retiring.

"Yeah!" The old man said turning to the others, "We did a great job."

"We did?" A nurse asked.

"Of course we did," Ben started smiling at the back of the man's head. As long as he knew the truth, it didn't really matter if everyone else thought it wasn't her. Ben knew she felt the same way and just laid back on the bed. He pushed some of the hair away from her face as the excited doctors left the room. They had just made medical history, or so they thought.

As the last nurse walked out of the room Ben heard her remark, "But what about that odd blue light?" Whatever they came up with, he knew it would be far from reality so he didn't worry about it. Unlike his cousin who was passed out on his right, he felt more energetic than ever. He couldn't stay lying down for long and was quickly up and pacing the room.

_Gwen is so awesome, I had no idea she was that good. Not that I'm surprised but WOW! _He passed his hand over his scar that was now covered by his shirt. The new Yankees shirt had a hole in the middle and the sleeves were burnt off. It was also singed and ripped all over and he was a little saddened since it was a really nice shirt. He figured it would be the last time he could wear it and would have to throw it out later on.

Ben did some sit ups and push ups, then he figured Gwen was out like a rock so he'd go for a run. He ran out the door and down the hallway until he reached a door to the outside and ran out. The fresh air felt amazing and he was invigorated by the scent. He'd never felt so alive! The boy started running, the back of the hospital was a giant field and he started doing laps around it.

An hour later, Ben's parents were returning from their dinner out and walked into the hospital. The chief of medicine met them by the door and had been waiting for them to arrive. "Mr. and Mrs. Tennyson, we have great news." They looked at the aged man questioningly and he continued cautiously, "Ben is all better. His wounds have completely healed," Carl didn't believe a word the man said and walked past him with a shove. He fast walked down the corridor to Ben's room and was glad the top priority patients were on the first floor.

Pushing open the door he gasped as he saw instead of his son, his niece lying in the hospital bed. "What's going on here," he shouted angrily. Gwen didn't stir and stayed completely asleep, ignoring the scream.

"Mr. Tennyson listen to me," the chief of medicine caught up. "Ben is in the back running around. He's been doing that for over an hour now." Carl decided this man was either hallucinating, asking for a beating, or telling the truth. The last one seemed the most improbable but he rushed out the door and around the building to see his wife standing with two others from the hospital staff on the edge of the field. They were all staring in awe as Ben was running across to meet them.

"Mom," Ben ran over and hugged his mother. Sandra returned the gesture but then held Ben by his shoulders as she got on one knee.

"What happened?" he was tired of hearing that question.

His dad was giving him a similar look so he just replied, "These doctors are really good." The smile that appeared on his face must not have been very convincing because they continued to look at him oddly. Wanting to change the subject he asked quietly, "Where are we going to live?"

"Oh honey," Sandra pulled Ben in for another hug. Carl started walking away, confused as he was about how Ben got better, he had other things to worry about. He thought they would have more time with Ben in the hospital and still hadn't found a permanent place to stay until their house was fixed. Now they would have to stay in a motel until he could find something. _I'm supposed to be able to provide for my family. Now we have nowhere to go, _he was angry with himself, but there wasn't much he could do about it.

Ben was led back into the hospital and after hours of extra check ups and tests, they finally agreed that he could be released. Gwen woke up with Ben in the room and could barely stand. The doctors wanted to clear out the room but she was still beyond exhaustion. With an arm over Ben's shoulder, he took her outside where they waited for his parents to fill out the paperwork.

"That was amazing Gwen," Ben admired and she blushed since he was still holding her up. They saw his parents leaving the front door and unlocked the car as they got close.

"It's a good thing we live so close, I guess we can give you a ride home," Carl grinned at his brother's daughter. She chuckled and Ben brought her into the backseat of his dad's car. Neither of them saw their grandpa the whole day which surprised them. Usually he would be the first to show up when something bad happened but he only stayed until he was sure Ben wasn't in critical condition. The car started up and Carl drove out of the parking lot and towards their house.

"Hey dad, where're we going?" Ben asked. His parents had been avoiding the question all afternoon but the sun was set now and they needed to go somewhere for the night.

Sandra rubbed her own shoulder and Carl cleared his throat. Gwen realized how the joke the man made seconds before didn't make sense since their house was unlivable. Ben's father answered, "The Rocks Motel outside town," he checked the rear view mirror and saw the disappointed look on his son's face. "Don't worry, it'll only be for a little while."

"Wait, Uncle Carl," they were coming closer to their own street now and Gwen didn't want to thrust it on them right when they got there. "I forgot to tell you, but my parents agreed to let you stay with us until your house is fixed."

The car was quiet for a solid ten seconds before Carl asked skeptically, "Your _dad_ was okay with this? I highly doubt that," They turned onto their street and weren't far from parking.

It was now or never so Gwen pulled out the big guns, "They insist, can't abandon the family, they said. Really they would be at ease if you let them host you." Sandra looked pleased but Carl still was uneasy about asking his brother for help. "It won't be for that long, just until your house becomes livable again. Please," Ben looked at Gwen with a confused look but she kept her eyes focused up front as the car stopped on the side of the road in front of Gwen's house.

_It's this or a shitty motel room and it'll be harder for Ben to commute to school. The only downside is my pride and I can't let that come in front of my family anymore. _"Alright, we'll take them up on their offer." Carl agreed and his wife rested a hand on his shoulder knowing how hard it was to accept Frank's help.

"Yes," Gwen smiled and turned to Ben hoping he was also sharing in her joy but he was looking at her funny. "I'll go in ahead and tell them you're coming." Gwen opened the door and with newfound energy she rushed over to the house and went inside, leaving the door open behind her. _She could barely walk before, what got into her?_ Ben stared as she disappeared into the house.

"Well this is very nice of them," Sandra said out loud to her family. Ben nodded while keeping a happy face on, but he was confused at why Gwen tried so hard to get them to stay with her. It's not like a motel would be terrible, it could be an adventure. The woman turned to the back and looked at Ben sternly, "Don't forget to thank them when we go in Benjamin." She paused, "Are you sure you're okay?"

"Yes mom, for the umpteenth time I'm fine. If I wasn't, one of those fifty tests they made me take back at the hospital would've shown something. And I won't forget to say thanks," _God, it's like I'm three years old._

Gwen in the meantime was inside her house getting yelled at by her parents in the kitchen for coming home so late. They'd only gotten home minutes before but assumed Gwen would've already been there. Interrupting both of them she shouted, "Uncle Carl and his family are about to come in and if you don't want me to tell them you burned their house down, you'll be caring family members who invited them to stay with us."

Lili's jaw dropped and Frank saw how serious Gwen was about this. If they didn't follow her lead, the curtain would come down and they'd be sent to jail. In a last ditch effort Frank started, "Gwen, we are sorry for what we did but they can not..."

"They can and they will. Or I'll have you sent away and go live with Grandpa," Now Frank was the one to drop his jaw and stare at his daughter with a shocked expression.

Just then, Sandra walked in and knocked on the ajar door, "Anyone home?" Frank and Lili gulped in unison and walked out of the kitchen to the door. "I just want to say that it is so nice of you to let us stay here until things get back to normal."

"Haha," Lili laughed nervously, feeling the glaring eyes of her daughter on the back of her head. "Anything for family right," she elbowed her husband who was frowning.

The man remembered his situation and put a smile on his face. The smile wavered as Carl walked in with a hand on his son's shoulder. "Whoa Ben, out of the hospital so soon?" he looked into his brother's eyes and saw a grudging respect from him. Knowing how tough it would be for Carl to say anything he muttered, "Stay as long as you like," and then turned over to Sandra and his wife who were talking about how amazing it was that Ben was all better.

Ben's dad was surprised Gwen was actually telling the truth and was half-expecting to be thrown out. After an oddly warm welcome without Grandpa Max being there, Sandra asked, "So what are the sleeping arrangements?" It was already dark, and although it was a Friday, some of them had work in the morning. The previous Saturday, Carl had taken off from his normal job to have lunch with his dad, but now he and Gwen's parents had to go to work the next day.

Frank was caught off guard by the question but Lili had been thinking about it the second they walked in the front door. "There is a guest room down the hall," she pointed over down one direction. "It's decent size and has a queen bed, I'm sure you two can manage in there." Then she turned to Ben and looked over at the couch, _If she's going to force us to live with them, she's going to have to deal with this._ "There is a blow-up mattress in the closet, you will sleep up in Gwen's room."

"What!?" both kids shouted at the same time. Carl glared at his son who closed his mouth and shut up and Gwen thought about back talking her mom but then the others would know that something was up. If it was the choice between letting her family sleep out in some sleazy motel, or having to share a room with Ben, it wasn't really a choice at all.

_This won't be too bad, just got to lay down some ground rules and everything will be fine._ Gwen looked at Ben who still had a fake horrified expression on his face. If not for his dad giving him the look, he would've shouted some more stuff about Dweebs and Cooties but he figured a facial expression would be good enough. He had to make it look like this was terrible although in reality, he was excited to get to share a room with Gwen again. It felt lonely in his room at night after being used to having Gwen and Grandpa with him at all times.

"Go help your aunt with the mattress," Carl ordered and Ben looked over to where Lili was bent over in the closet. She pulled a big box out of it and Ben reached down and picked it up for her.

"A strong one you've got there Carl," Frank commented as Ben carried the box up the stairs. Lili was thinking the same thing, _wow, I could barely drag that out of the closet. I was about to ask Frank to help me carry it,_ Gwen followed Ben up the stairs to make sure he blew it up in the right area and not so it blocked the path to the door. All the parents went to their respective rooms after a little more small talk because they had all eaten already. Gwen and Ben also had some food at the hospital before they left so they were okay for the night.

"I've never seen such a... boring room," Gwen thought he was going to say, 'neat,' or 'pristine,' but boring!

"What do you mean boring?" she asked, offended.

"Well, where are the posters, the toys?" he hadn't really paid any attention the last time he was here since he was more focused on Gwen, but now he was going to be living there for who knows how long and the room was pretty bland. Even the walls were white, no cool color, just white.

"I don't have any," Gwen said annoyed. Ben looked at her and thought about saying loser or some other insult but nothing really came to mind. She saw the expectant look on his face and continued, "I've just never asked for any, that's all." He shrugged and started blowing up the mattress. It was a new one and instead of having to blow it up with their mouths, they used a machine that made a whole lot of noise. "No not there Doofus, here," she yelled over the machine.

"What did you say?" Ben pretended not to hear her and continued blowing it up. She shouted it again and he held his hand to his ear, "I can't hear you, you're going to have to speak up." He shouted and put one finger on the off switch.

"I said, MOVE IT OVER HERE," as she started screaming 'move' Ben flipped the switch and she realized how loud she was actually screaming. The sound of Gwen screaming was heard throughout the house and instantly every adult mumbled something about Ben being immature or annoying. Her voice was so loud she could swear every neighbor in a one hundred yard radius heard her. "I'm going to kill you," she seethed through her teeth as Ben started cracking up. He turned back on the machine but Gwen grabbed his foot with her magic and he was flung onto his back. Lucky for him there was a soft landing of a mattress filled with air beneath him. Now Gwen was the one cackling but not for long.

Ben reached forward and grabbed Gwen by the arm and pulled her onto the still inflating mattress where they started rolling around wrestling each other. "Get, off of, me, you, Doofus," Gwen said as she pushed him but Ben wasn't letting up and the two of them were working counterproductively to the machine. Finally Gwen got him in a headlock and pulled them both off the bed onto the wood floor. "Oof," they said together as they hit the ground.

"What have I done?" Lili mumbled as the continuous racket from upstairs only seemed to get worse.

The bed finished inflating and Gwen released Ben by the neck so he could turn off the mechanism. The sound died down and it became abnormally quiet, after a few seconds Ben jumped onto the bed and Gwen sighed, "Now can we please move it over here?" she whispered.

"Why didn't you just say so," steam almost came out of Gwen's ears. Ben knew how aggravated she was and missed this feeling he always got from over the summer. The feeling was fun, he hadn't had fun in quite a while. He had enjoyed himself occasionally and was happy at times, but he never really had fun until now. Ben dragged the light bed to the side of Gwen's and put it down where she was pointing. "How will you get off the bed if mine is right here?" he asked. They both knew Gwen woke up before he did and that meant she would have to try not to wake him up, or at least he hoped it did.

"Don't worry, I won't step on your face," she paused and smirked, "that often. I'll get off from the foot of my bed, just don't ask for anything else." He smiled in quiet thanks and walked over to the lights, "Wait," he turned to her. "Aren't you going to brush your teeth first?"

"Umm," he started.

"That's disgusting Ben, and are you going to sleep in those? Come on, I thought Grandpa taught you to be at least a little sanitary," she mocked.

"It's just that..."

"Well I'm going to go brush my teeth and get changed into my pajamas," she stepped out of the room and walked over to the bathroom where she got changed and brushed. She walked back into her room and saw Ben sitting on his mattress face down. He didn't know she was back in the room and was trying to keep it under control, his eyes were watering and he didn't want her to see him crying, "Ben?"

"Turn off the lights," he said and was amazed his voice didn't crack as he did so.

_Maybe I was too harsh, it's not like I haven't told him that countless times over the summer, what's... I'm an idiot._ "Ben I," he turned on his side so his back was to her.

"Just, just shut off the lights," he repeated and wiped the water from his face. She flipped them off and walked around her bed, climbing on from the bottom and pulling her head up to her pillow. Now that the lights were off, Ben didn't care that tears were streaming down his face, as long as he didn't make a sound he was okay.

The lights were off and Gwen was lying in her bed feeling like a horrible person, _Brush your teeth, change your clothes, he doesn't have a toothbrush or clothes to change into. All his belongings, everything he owns burned to nothing and I made fun of him for it, stupid stupid stupid._ She heard a muffled sniffle come from the mattress next to her and slowly reached her hand off the side of her bed. Her right hand brushed across his face and he jumped, startled by the touch but didn't say a word.

Gwen felt her hand get water on it and made sure she didn't say anything about it when she started, "Ben I'm sorry." She thought he would interrupt her but he stayed silent, "I wasn't thinking, tomorrow we'll get your mom to take us out shopping okay?"

She waited a few seconds, then it turned into a minute and she thought he was pretending to be asleep when he said, "Uggh, shopping?" Smiles appeared on both of their faces even if neither could see. "Gwen?"

She nodded and then remembered he couldn't see her, "Yeah, what is it?"

"What do you think started the fire? It wasn't me I swear, I just woke up from my nap and there was fire everywhere," he got quieter, "it was terrifying. It was so hot, the flames were all around me."

Gwen didn't know what to say, her first instinct was to tell the truth, but then what? So many things would be caused by her saying that her parents started the fire: there'd be an investigation, a court case, she'd have to be sent to a foster home or adopted, she wouldn't be able to go to the same school anymore. But then again this was Ben and she didn't want to lie to him. _Ahhh,_ "I don't know," she was glad they were lying back on their separate beds because if he could see her face, he'd be able to see straight through her.

"What!? You don't know something?" he said sarcastically. "I find that hard to believe."

"Maybe a candle fell over," she cursed herself after speaking realizing how stupid of an answer that was, "or something."

"Yeah, sure," he rested his head back and smiled, "hey Gwen?"

Starting to get annoyed she responded, "What now?"

"Thanks for helping me," he meant that in more ways than one. Not only did she heal his physical wounds, but just the fact that she came and cared enough to risk her own well being for him, it was enough to make him feel like a person again. "Good night."

_'Helping you?' I almost got you killed._ "Yeah, good night." Gwen closed her eyes and soon heard the sound of Ben's snoring next to her. _Ugh, _the sound was a nuisance for about a minute, and then she remembered just how much she missed that sound. The sound of someone who would stay by her and protect her from anything that came her way. _How I missed this._ Her eyes soon closed as well and she was asleep.

When Ben woke up, he was in need of some grub and ran downstairs. He didn't check the bed next to him as he assumed Gwen was already awake but when he got downstairs he was the only one up. He looked out the window and saw that there wasn't a single car in front of the house. Lili's, Frank's, and Carl's cars were already in use and either on their way to work, or sitting in a parking lot. Ben looked through the cupboards and found some pancake mix. With a skill he barely used, Ben read the directions and started making some delicious pancakes with blueberries he found in the fridge in them.

Sandra was leaving her room to go get some breakfast and Gwen was coming down the stairs at the same time and they bumped into each other. The girls yawned at the same time and both stuck their arms up in the air as they did so. "Do you smell pancakes?" Sandra asked and Gwen sniffed, smelling the delicious aroma too.

They stepped nervously into the kitchen, and surprisingly it wasn't a mess. Ben had only used one frying pan, one spatula, he threw out all the egg shells and empty boxes when he was done. On the counter were three plates of steaming pancakes with syrup flowing off of the top. Ben stepped back in the room and saw the ladies at the other entrance and smiled, "Bon appetit." He was proud of his work and the one he tried to make sure they were good was still tasting delicious in his throat.

"Wow Ben, I'm impressed," Gwen said as she took the first bite. "It didn't kill me, it actually tastes pretty good." His mom agreed though with a mouthful of food, all she could do was grumble in agreement.

"I'm glad you two like it," he continued eating his own and then looked up at his mom. "Hey mom, can we go to the mall? You know since," he faded off but he didn't have to finish the sentence, his mom knew exactly what he meant. She'd been wearing the same outfit for the third day in a row now and didn't know if she could take it anymore.

"Of course, and Gwen if you want to come with us you can, I'll treat us to some lunch while we're there and I'll even get you a couple of things from the store." Gwen acted like she was contemplating not going and then shook her head yes. "Great, let's go then," with that they quickly finished their breakfast and after putting the dished in the sink, they all walked outside. Ben kind of looked like a bum, but they figured the first store they'd go to would be a clothing store and he could get changed into whatever he bought there.

As they walked across into Ben's lawn, Sandra averted her eyes from her house and wondered when the insurance people were going to start up work on it. Max told them they'd be there ASAP, but apparently ASAP meant that there was other work they had to attend to first and then they'd get there eventually.

Gwen looked at the charred front of the house and shattered windows. She could see inside and nothing looked salvageable. She looked up at the second floor and saw the exploded windows that Ben had crashed through. There were still scorch marks on them and she felt a pang of guilt, knowing that she should've ended it before it got to a point where Ben needed to do that.

All of a sudden Ben stopped walking and the other two looked at him. He was bent over on the lawn with a huge grin on his face. In the grass, with only one corner burned off of it, was Ben's favorite baseball card of Derek Jeter from his rookie year. He started jumping up and down with it in his hands. It shouldn't have meant that much to him but he would've accepted anything. Any piece of him that wasn't burned away was enough to make him happy, and he was thrilled that it happened to be this card.

"You are one lucky boy," his mom remarked upon seeing what Ben was holding.

"Yes he is," Gwen agreed and watched as Ben tucked the card into his pants pocket and smiled back at her. "Now let's go shopping, I need some new shoes!"

**A/n Hope you enjoyed the chapter. Please leave a review and tell me what you think about it, it really helps me out. **


	10. Chapter 10

I don't own Ben 10.

Ben was regretting going shopping. Sure, he got some new clothes that looked nice but his mom and Gwen kept buying more and more stuff. He didn't want to say anything to Gwen but if she knew his family's financial situation she wouldn't be asking for more clothes. He had to say no at least ten times when his mom tried to buy him a second pair of shoes. He was wearing a pair of Uncle Frank's when he walked into the ma but now had some new Nike sneakers on.

The whole, 'we can only afford to eat once in a while' thing was getting to Ben as his mom was spending so much money. Finally he asked her about it when Gwen went to the bathroom, "Mom, we really shouldn't buy anything else. We are tight on money right now," she shot him an angry look.

He stopped talking and she turned around, "Ooh a jewelry store, we haven't been in there yet. Here, hold my bags for me," she handed Ben ten bags and walked into the store.

Meanwhile, Gwen walked out of the bathroom and over to her cousin who was wobbling under the pressure of so many bags. "Where'd your mom go Doofus?" He motioned with his head the store she went into and they started hearing yelling from inside.

"What do you mean it's not working?" Sandra shouted at the woman at the register. "It worked fine at the last store I was at."

The ten year olds ran into the store and saw Sandra yelling at the scared girl. Behind the counter the manager stepped out and tried escorting Sandra away, "Don't touch me, get away from me!" she screamed and pushed the man away. "I don't want your stinking necklace anyway." She threw it at the manager who luckily caught it and then she stormed off.

"Time to go kids," Sandra stated angrily and walked right past them towards the door.

Later on, Ben and Gwen were hanging out in her room while Sandra took a nap. They had to make sure they were quiet as they walked downstairs and left for Ben's. Their other parents would be home soon and they wanted to check out the remains of Ben's house first.

The front door was burned off to ashes since it was opened inward during the fire. The two of them walked in the opening and looked around Ben's living room. Nothing looked salvageable. The couch was gone, there was shattered glass on the floor from the windows and lamps Carl had just bought to replace the old ones. Gwen walked into the kitchen but it looked the same as the living room, everything was burned to a crisp.

The stovetop looked fine except covered in ash, but what Gwen found surprising was that the flames had been able to destroy the sink, fridge, freezer, the oven had exploded. She heard creaking and saw Ben carefully checking each step as he climbed the stairs. One of the steps cracked and his foot went through it but he pulled it back out and fortunately didn't rip his new pants.

Gwen followed him upstairs and they first checked out his parents' bedroom. In fact, it looked almost unscathed, well compared to the rest of the house. The bed looked fine although one of the blankets had caught fire before they were able to put it out. Ben opened the unburnt dresser and saw a bunch of clean, folded clothes inside.

After checking the closet and seeing that nothing inside had made it, the two of them continued in silence over to Ben's room. A quick glance in the bathroom showed that the toilet had fallen through the floor after it burned enough. The wood floor was feeling very unsturdy now and they were careful where they stepped.

The frame around Ben's door and the door itself were missing, vaporized in the inferno. He stepped inside his room and saw that it wasn't even recognizable. All the furniture had burned completely, nothing remained. His windows were still shattered and he walked carefully across the floor to where his bed used to be. He had a wooden frame but there were some metal springs and he felt them underneath his shoe amongst the ash piles.

They stayed quiet for a while just standing there. Finally Ben spoke, "How did it _all_ burn?" Gwen looked at him sadly. "I mean, there's nothing left, no pictures, no toys, no clothes, No Anything!" He shouted, getting angrier with each word.

"You've still got your Jeter card," she whispered, trying to assure him not all was lost.

"This thing," he reached into his pocket. He changed pants but he wasn't letting the card away from him for a second. He gazed upon it for a few seconds and then growled, "Nevermind, it doesn't matter," he pocketed it angrily. "I didn't need any of those things anyway.

Something caught his eye for a second and the glint made a grin flash across his face. "What is it? What did you find?" Gwen asked excitedly. Ben walked over to a pile of ashes that was his dresser. It had his trophies on it and was surprised when he first walked in that they didn't survive. He pushed the dust aside and reached in, but the metal was all melted. Most of the trophies were made of plastic and the ones he had that were actually metal, looked all deformed and broken.

_ Why the fuck did this happen to me?! _He stood up fast and punched the wall next to him, his fist flew straight through it. Wood splintered outwards as his hand entered the wall. He was surprised and pulled his hand out with blood all over it but the physical pain wasn't bothering him that much. A cool breeze blew into his room and he realized that it wasn't his room anymore. Nothing that made it his was still there.

"Let's get out of," the floor made a loud cracking sound and Ben stopped walking. He was in the center of the room and Gwen was in the doorway but their eyes linked and they both mouthed the same words, 'uh oh.' The floor beneath the boy cracked and started falling to the living room below, "Ahhhhhhhhhhhhhhh," he opened his eyes and saw he was in a blue bubble. "Oh, thanks Gwen, ahhhhhh" the bubble disappeared and Ben fell down the hole into his living room. He fell on a pile of wood and shouted, "Ouch!"

Gwen ran down the stairs, jumping over the broken one to get to Ben quicker. "Are you alright?" She asked, helping him on his feet.

"What was that for?" He questioned as he rubbed his butt.

"I'm sorry," she apologized, "I don't know what happened, I used my magic and could barely focus. It gave me this massive headache that is still hurting."

"I know what it is," Ben started and Gwen looked at him oddly. "It's a side effect from that spell you used yesterday. It might be a while before you can use spells at a hundred percent again." She frowned but didn't argue, knowing he was right.

They left the house and got in about the same time as Ben's dad. The ten year old boy pulled his father aside after Gwen went upstairs and told him about the incident at the mall. Carl sighed and went over to the guest bedroom where he went inside to help his wife.

When Lili and Frank got home, the house was buzzing with activity. Everyone had an idea of what they wanted for dinner and finally they all just agreed on getting pizza. It was a quiet meal and then the adults all stayed up to watch some tv afterwords.

While Ben was in the bathroom getting ready for bed in his new pj's, Gwen was sitting at her desk, looking at the work her parents gave her for the day. She hadn't touched it and apparently they didn't notice she hadn't done the day before's either. In exasperation, she got off her chair and let herself drop onto the blow up mattress on the floor. She heard a small, POP, and then a hissing noise following and she stood back up quickly. It didn't look like it had deflated too much and the hissing sound stopped when there was no weight on it. Just then she heard footsteps coming over and got back in her desk chair.

Ben stepped in the room and the first thing he did was fall onto his bed. Instantly he heard a hissing noise and Gwen turned around with a frown on her face, "You popped it Doofus."

"I'm sorry," Ben got off of his still partially inflated bed. "Don't tell your mom or dad please, they've been so nice to let us stay here, I don't want them to know I popped your guys' mattress." Gwen felt smug, she didn't want to tell her mom anyway and Ben was practically begging her. "I'll be fine."

"Well, alright then." She stood up and turned the lights off. _That was mean, tell him you were the one who popped it. He's had a rough couple of days, _she sat there in the dark feeling bad for a few minutes before realizing something. The almost silent hissing sound was gone and she turned to the side of her bed. Ben's blow up mattress was completely deflated and he was now lying on the hard wood floor. _Ben I'm sorry. If I could fix... uhh_, "Hey Doofus," she was glad he couldn't see her face because she was red as a ripe tomato, "come up here."

"Huh?"

"It's going to be uncomfortable sleeping on the floor, if you want you could, you could come up here." He was surprised she would let him do that even though he was the one to pop the bed. He almost stood up but then froze.

"I can't," she frowned. Now she felt even worse and it was just because it would be weird? "If we're touching we'll have nightmares, again."

"So we just have to make sure we're not touching alright? Come on, come up here," he listened to her and climbed up on the bed. He grabbed the sheet his Aunt gave him to use and pulled it over himself.

After about ten minutes, Gwen felt the bed shaking and turned on her other side so she was facing Ben's back. "Are you shivering?" She asked and he stopped shaking.

"No I'm fine," she tapped him on the back and he rolled over to face her. Their eyes were adjusted and they could see each others' green eyes. "Okay, you got me, I'm cold. What do you expect though, all I've got is this sheet."

"You didn't say anything about it yesterday," she mentioned suspiciously.

"Yeah, and I wasn't going to say anything today either," she felt bad again for breaking his bed _and_ not knowing he was cold and sighed.

"You can go under the blanket," his eyes grew double in size. "Just make sure you're completely wrapped in that sheet so we aren't touching. Got it?" She barked the orders.

"Yes ma'am," Ben replied and crawled under the warm blanket with her. They faced each other for a little under the blanket and then realized what they were doing and rolled onto their opposite sides so their backs were to each other. It was so much warmer under the blanket than it was on his blow up mattress and he was secretly happy it popped. He could feel the warmth radiating from her body and he felt so comfortable.

Gwen felt the heat as well and smiled as she faced her wall. _This dream spell stinks, _she wanted to feel his warmth around her. She nuzzled into her blanket carefully, the deep breathing from Ben was starting to become snoring.

It wasn't long before she fell asleep either. Her eyes closed and she started sleeping but her eyes shot open in the middle of the night. Gwen thought something had woken her up since she heard a rumble, but it was quiet in her room besides Ben's snores. As she sat back and closed her eyes she felt the bed shake and heard the rumble again. This time Ben sat up fast with her and they looked at each other in the dark.

They hopped off the bed and ran over to the window. Gwen gasped as the ground shook again and a red light flashed in the distance. Their neighborhood was fine but far in the distance, exactly where Chicago was, they could see explosions forming around the city. Plumes of smoke were rising in the lit up sky and the two kids turned to each other.

"Gwen I have to go, I understand if you can't." Ben walked over to the door.

"Where do you think you're going?" Gwen asked.

"Something's happening, I've gotta go..."

"We're partners remember?" A grin went across her face and Ben smiled. "Now, turn around, I'm getting into my Lucky Girl costume." Ben blushed and turned to face the door of the now lit up room. He looked down at his wrist and started twisting the dial until he got to his fastest alien. Gwen cleared her throat and asked timidly, "Can you zip this up?" Gwen's suit took a minute or two to put on mainly from her having trouble to zip up the back. If they were on a tight schedule it made sense to have Ben help right?

The brown haired boy turned and his mouth opened as he saw Gwen's bare back. The zipper was down almost all the way to her waist and he blushed as he walked over, "Uh, sure, I guess," he pulled up the zipper fast but made sure not to get Gwen's hair caught in it. "Alright let's go," he slammed down on his watch he had preset. The masked lizard appeared in his place and he pumped his fist. "Just what I wanted," he picked up Gwen and shot out the door. He moved so fast the front door was open and closed without a noise. None of the other Tennysons had woken up from the rumbling or the exiting children.

Ben sprinted to the outskirts of the city and his mask raised in awe as Gwen gasped. The whole city was under attack by drones coming down from the sky. Screams were sounding throughout Chicago, so Ben decided it was time to go in. "Wait," he stopped and looked down at the girl in his arms. "What's the plan? We don't even know who's attacking."

"BEN TENNYSON, WHERE ARE YOU?" The boy looked at his cousin after hearing the shout over all the explosions.

"I'll give you one guess," both of them recognized the voice.

"Vilgax." They said in unison and Ben chilled out for a second. Vilgax was not someone to just charge in after with no plan of attack. He tried it before, never worked out great for anyone.

"Gwen," Ben lowered her from his arms so she touched the floor outside the city. "Stay here," he commanded.

"What!? No way Ben, I'm coming with you," Gwen shouted back at him. He was not leaving her here to confront the most powerful creature in the universe by himself.

"It's too dangerous," he replied. Looking back at the city, he could hear much better with his alien senses, the shouts of people dying individually weren't reaching Gwen, but he could hear them scream. "I don't want anything to happen to you."

"And I don't want anything to happen to you, which is why I need to be there. Even if you could take Vilgax down by yourself, there will be a moment tonight when you'll need me more than ever before, and that's why I _will_ be there." He stared into her eyes and grabbed her by the hand, "Good, now instead of going after individual drones, we have to take out the big boss. With him down, the assault on the city will end, now let's go."

_And again you surprise me Gwen,_ the brown-haired boy sped off with his adopted cousin in his scaly arms. They reached Main Street and Ben stopped, looking down the road at a skyscraper where Vilgax was standing in front of. "Hop off," he released Gwen and she stood next to him, mask on and fists raised.

"You have come Tennyson," Vilgax shot his fist out fast and the skyscraper behind him began to crumble. It was already pretty damaged by the attack, but the falling building still made a scary impression on the ten year olds. "Now, Give me the Omnitrix!" his voice boomed over all other noise in the area and he started charging down the block.

"Never!" Ben shouted back and sprinted behind the charging tentacle alien. He jumped and kicked Vilgax twenty-seven times in the back of the head before landing and sprinting around the tyrant. The green monster spun but the other alien was already behind him again and Ben swiped Vilgax's legs out from under him. On the overlord's way to the ground, he lashed out and knocked Ben backwards ten feet, throwing the boy on his back. Vilgax jumped forward and raised his arm to slam down but was hit by a ball of blue light.

Gwen had her arms raised and a volley of blue light balls were shooting out of her hands at the evil monster. They all hit their mark and Gwen cheered, "Yeah!" The smoke began to clear around Vilgax and she looked over to see if he was really finished. Instead he burst through the clearing smoke and attacked Gwen, knocking her back with a punch that threw her across the street, skidding on the ground.

"Gwen!" Ben was back all around Vilgax. He punched and kicked and slapped Vilgax with his tail before the monster could even see him. The speedy alien appeared above Vilgax's head and kicked hard and fast right down on the skull. XLR8 bounced off the kick and landed on the pavement next to Vilgax. He looked on the ground and at his foot was a metal pipe, "I end this now," Ben started and was about to charge forward when he heard a voice.

"Ben No!" He turned around and saw Grandpa in full Plumber gear. The boy wasn't paying attention and Vilgax was up again and dove for the boy, kicking him in the back with all his force, sending him flying into a building down the block. "I'll handle my own mess," Max stepped up and pointed the giant Vilgax-killing gun at the alien it was made for.

"Max Tennyson," the tentacle-head alien hissed. "You foiled my plans for the last time." Vilgax tore down the street for the man at the corner. A light formed at the end of the gun and charged before Max fired. It hit Vilgax square on and shot him back ten feet. Max lowered his goggles and smiled, _it's all over._ "Tennyson! You have no idea what I'm truly capable of," Vilgax appeared out of the smoke again, singed all over by black burn marks but he didn't seem phased by it at all. Max started charging it again but the next shot missed as the monster jumped out of the way faster than thought possible.

_No, there's something different about him. He's changed,_ the last time they defeated Vilgax, it came at a price to the monster's own body. This time, the repairs didn't just fix him, they made him faster, stronger, better than he was before.

"Grandpa run!" XLR8 shouted, freeing himself from the rubble he was trapped under. "I'll take care of... no," Ben whispered as he flashed red and turned back into a normal boy.

"Help your cousin Ben," Vilgax was too close now and Max threw the gun on the floor. The old man pulled out a metal pole that after pressing a button, extended five times its length and started sparking electricity. Now speaking only to the alien, "You aren't the only one who got some upgrades."

Meanwhile, Ben took his grandpa's advice and ran over to where Gwen was on her knees coughing. The one hit from Vilgax was enough to throw her pretty far and she was hurting from it. "I, 'cough', I got up a small forcefield that lessened the force of the blow, but he still broke right through it. 'Cough cough' He's different Ben," the brown-haired boy turned back around and saw Max dodge two sure kills from Vilgax's right arm. His grandpa swung with the pole and it hit Vilgax on the arm, making the alien scream in pain.

_Come on, come on,_ Ben was playing with his watch but the red light was still showing up. _Maybe it will go faster if I do this, or this, _he looked up and saw Vilgax grab Grandpa by the wrist that held the pole and lift the man up off the ground. With his free arm, Max swung and punched the alien overlord in the mouth. His feet were no longer on the floor and Ben watched as Vilgax raised the arm that wasn't holding up his grandfather.

Gwen tried to get up but her stomach was in so much pain. She heard a crack after being hit and from experience, she knew what happened, "Regenerus Repairica," she succeeded in not screaming in pain as her snapped rib, reconnected itself. She turned over to her grandpa during the pain and saw him turning his head over to them slowly. Vilgax had a huge green fist pulled back and she couldn't tell, but it looked like the alien was smiling. "Grandpa no!"

"Gwen don't look, it's a dream," Ben shouted at her and she turned to him. He was still staring over at Vilgax holding their grandpa but she kept her eyes focused on him.

_That's right, we were in the same bed, he must've rolled into me while we were sleeping. Doofus,_ "Well, wake me up any time now," she saw tears well up in Ben's eyes.

"J-just, don't turn around Gwen, you're dreaming," she heard a crunch and knew what the boy had just witnessed.

After Gwen turned around, Max looked into his grandson's eyes and mouthed, 'You too.' Ben shook his head slightly and glanced back at his watch but it was still red. "Die," Vilgax said quietly and slammed his fist forward. It was sickening the sound, Gwen didn't see it but the sound of the squish and the cracks, it was disgusting and disturbing. Ben watched as the fist went through his Grandpa not unlike his own nightmare. The difference was that this time it was happening, and there was nothing he could do to help. Max looked down at the arm in his gut and looked back up at Ben, "Don't kill him."

"Ha, hahaha, Max Tennyson, you really want your last words to be begging for your grandson's life? How pathetic." Vilgax laughed evilly and twisted his arm but Max didn't drop his gaze, instead he looked away from his grandson and into Vilgax's eyes.

"I wasn't talking to you," Max managed to say as his eyelids closed.

Vilgax had no idea what the man meant and turned around to see Ben standing ten feet behind him. He pulled his fist out from Max's body and let it drop to the floor so he could see the boy's reaction. Ben didn't flinch as the body dropped in front of him.

Gwen was still looking at where Ben was standing before, trying to process what just happened. _It's a dream right? If it's a dream why hasn't it ended yet?_ _But if it isn't a dream..._ she turned her head slowly and heard people's screams coming from all around her. She looked at the burning buildings, under attack from flying robots that no one but they could defeat. Then her head turned back over to Ben, who was standing between her and Vilgax. On the floor in front of him was a body, and the body wasn't moving.

"Your death won't be quick," Ben seethed through his teeth and the giant alien faltered for a second.

"What did you just say to me boy? I've defeated entire worlds of warrior races, and you think you can defeat me now? Now when I have more power than ever before," he raised a fist and clenched it, bulging his muscles all over his arm.

"I'm going to tear you to pieces," the tentacle covered alien looked down at the watch on Ben's arm and saw it was still red. Ben still stepped forward anyway.

_Grandpa, grandpa get up,_ Gwen stood and felt little to no pain in her stomach. She walked over and fell at the side of the man. Ben had now walked past the limp body and stood right in front of Vilgax, staring him in the eyes. "Grandpa please," she pleaded into his ear. She ignored the giant hole in his body but if she looked in, she would've seen blood and organs, including a beating heart still inside the body. It was slowing down and Max was able to open his eyes again and see the beautiful red hair his favorite little girl.

"Stop him," he whispered. Max felt so tired, he just needed to close his eyes. "You are the only one who can," his eyes started to close again as his heart neared not beating at all.

"Grandpa I love you," Gwen cried as she pressed her forehead against his.

"I love you too sweetheart," she looked down and the man had his eyes closed. _No, no no no no no,_ tears spilled out of her eyes all over his face as his heart stopped beating. _No Grandpa, you can't die, you just can't._

Vilgax knew that once the watch turned green again, Ben might actually pose a miniscule threat, so seeing as the boy was foolish enough to walk right up to him... The monster reached down but Ben slid between the alien's legs popping up behind him. With the pipe he had hidden behind his back, Ben spun and with all his strength slammed the pipe into Vilgax's left kneecap. The alien screamed and fell to that knee while thrusting a fist backwards and hitting air.

As soon as the pipe hit its mark, Ben jumped backwards and got over to the overturned car next to them. He climbed up and stood on top as Vilgax turned around with rage in his eyes and looked up at the Tennyson boy. He looked down at his watch and saw the red spin away into a bright green glow. "Any last words Tennyson?" Vilgax got back up and yelled.

"Just one," he slammed down on his watch and two extra arms grew out of him. At the same time his skin turned red and he grew five times his normal size. "Die!" He jumped off the car and with his top two arms, he smashed Vilgax back several feet. The green alien pressed a button on his wrist and all the drones in the city suddenly stopped attacking people and converged on their location. Ben looked around at the sky and saw all the robots flying around the air.

At once, they all moved down from the sky towards Ben. Gwen looked over at him and raised her arms to help, clearing the tears from her eyes. _Now is not the time,_ she formed blue balls in her hands and shot them up at the sky, slamming into the first five droids. "Quickly, stop Vilgax, I'll hold off the robots."

Ben didn't turn to face her but instead charged over at Vilgax who was running at him already. The two of them met and clasped hands together. They pushed back and forth but Vilgax was pushing harder. With his other two arms, Ben clasped them together under his stomach and plowed up into Vilgax's gut. The green alien was shaken for the split second that Ben's other arms needed to push him back and down to the ground.

He stepped on Vilgax's arms and started pounding the galactic ruler in the face. His giant red arms grabbed onto tentacles and pulled back as hard as possible, ripping them off and sending purple liquid flying everywhere. "Rarrrrr!" Vilgax screamed in agony as Ben tore at him. The monster raised his legs and kicked Ben in the back, knocking the boy off him and into a truck. "You are going to wish you hadn't done that," Ben reached behind him and grabbed the truck he made an indent in. With two arms he raised it above his head, and threw the truck up in the air. Vilgax looked up and saw Ben jump fast above the truck and pound with all four arms into it. The vehicle shot so fast to the ground, the alien didn't have time to think about it coming. He was hit head-on by the truck and slammed into the street.

As Ben came down, he smashed some drones in the sky and they plummeted to the ground. He landed and ran over to Gwen, knocking a drone away from her that was sneaking up from behind. "They just keep coming!" Gwen shouted. Vilgax was down but the robots seemed endless, there was a giant warship sitting in the sky, keeping the flow of robots out of it constant. Suddenly the droids stopped lowering and froze in mid-air. High above them Ben and Gwen heard a creaking noise of something opening. "Ben," he noticed it too and as the sounds got louder, he turned back into a child.

Gwen was sweating and feeling pretty tired from all the magic use, Ben stood there emotionless, staring up at red night sky. A much louder creaking sound came from right in front of them and the kids looked down at the street. The semi that was slammed into the ground, was being lifted back up in the air. With one squeeze, Vilgax pressed his palms together and flattened the front of the truck. He had smoke coming from his body, and looked very, very pissed.

"Up there," Ben looked back up after his cousin spoke and saw things dropping from the ship. Landing on top of buildings, on the street, giant robot drones like the ones that attacked them on top of Asmuth's lair dropped down.

"Ben Tennyson," Vilgax stepped slowly out of the hole Ben made for him. "I am going to tear that watch off of your cold dead body."

"Ben," the boy looked at his cousin at his side. He hadn't spoken to her since Max was... "Grandpa wanted you to let him live. But now, now I think we're done for," she looked terrified and Ben snapped out of it. He looked back over at Grandpa's body but although anger spread through him, saving Gwen was more important.

"I wish this was a dream Gwen." She looked up from the ground into his eyes, "That this was all a nightmare and would go away if we just let them finish it. But it's not. We have to survive. We have to defeat him, or so many will die. All those people will have died in vain, Grandpa will have died in vain."

"He will have died in vain if you kill Vilgax, that was his final request. He doesn't want you to be a murderer, no matter what happens," the giant robots all dropped down to the street and started moving in on them. Vilgax started laughing, he'd done it, the Omnitrix was right in front of him, ready for the taking.

Ben used his hand to wipe a tear from Gwen's cheek as it rolled down. "Gwen," he whispered. All the giant robots were encircling them, eight in all. "I need you to know something, something I wanted to tell you for too long but didn't."

Vilgax stepped between two of his robots and stepped up tot he kids. Even with everything happening, it was still only a short time since Ben turned back into a human, and Vilgax was still feeling the pain from some of the hits Fourarms and XLR8 gave him. The alien monster stopped as he saw the children standing so close to each other, Gwen wrapped her arms around Ben and he pulled her in close. _Humans and their petty feelings, after I get the Omnitrix, I'll finally blast this planet to microscopic bits._

"I love you Gwen," he said it and she hugged him tighter. "More than just a cousin, I'm in love with you because of who you are and everything you stand for."

She pressed her head up against his and spoke into his ear softly, "I know, and I love you too, in the same way." All the times Ben envisioned telling Gwen, he always thought she'd yell at him which is why he waited until they were about to die, but she didn't. Instead she did the one thing he never expected, she accepted him. He pulled his head away from hers but kept his arms around her and looked into her eyes. Her arms were wrapped around his neck and she stared back, green into green.

"Crush them," Vilgax ordered and the robots lowered their arms to point at the ten year olds standing next to a corpse of a man in a Hawaiian shirt. Red beams began to form at the end of their arms and it was about time to end this.

Gwen stared into Ben's eyes and heard Vilgax's order. It was the end but there was one thing she wanted to do first. She leaned forward, still in Ben's embrace, and closed her eyes. Ben looked at her and pulled her body in, pressing her against his as he leaned in as well. Their lips connected and it was like the world ending got lifted off Gwen's shoulders, she felt like he was all she wanted and if this moment could live forever as her last, she would be happy.

Ben's eyes shot open and he released the kiss, "NO!" He lifted Gwen and sprinted at the nearest robot. Vilgax thought they had given in, submitted to their defeat, he was wrong. Gwen opened her eyes and looked into the determined look on Ben's face. He ran between the legs of the giant robot and behind it. Unfortunately the order to fire was still in effect and the other seven drones fired their beam at the kids who were now behind the eighth robot.

The alien's eyes opened wide as he saw his own machine blasted to bits. He growled and ran over to the explosion, digging past it to where the crushed robot fell on top of the kids. "Where is it? Where is the Omnitrix?"

"Looking for this?" he turned around and standing on top of the head of the broken robot was Ben Tennyson. Gwen wasn't with him and he was smiling wide, his worst fears came to live, but with them came his best dreams. "I'm going to teach you a lesson you won't soon forget," he twisted the dial and slammed down on it."

_No, it can't be._ Vilgax backed up and shouted, "Attack Attack ATTACK!" the giant drones were now not seeming so big as the giant alien stood towering above the skyscrapers around them.

"Remember me?" Ben shouted in his deep voice and reached down, grabbing two drones and throwing them into another two. Gwen watched from her safe little area hidden in the scrap pile as huge explosions rocked the area. With his foot, he crushed two more of them and then reached down to the last one, picking it up and bringing it above his head. "Let's see how your ship likes a robot getting thrown at it," Way Big looked up and saw a huge beam of light shoot from beneath the ship and slam into his chest. "Oof," he stumbled back and dropped the drone. It spun around upon hitting the ground and attacked his left foot which he was putting most of his weight on now that he was off balance.

Vilgax saw the chance and sprinted towards the monster, jumping in the air and pulling his punch as far back as he could before slamming it into the giant's stomach. Ben gasped as he felt the wind get knocked out of him and fell to one knee. The beam of light shot out of the ship again and hit him in the head, knocking him to his other knee. He felt the pesky robot at his side and pressed his hand down on top of it, crushing it beneath his weight.

In the same place Ben hit him when he was small and Vilgax was big, the green alien warlord punched Ben in the kneecap and the boy screamed. He looked over and snatched Vilgax with his right hand. Another beam of light shot from the ship but this time Ben moved his head and it flew past, hitting the road behind him and incinerating everything. "Gwen!" he turned around but the little pile she was under was untouched. Everything else around her was scorched and he figured play time was over. "Vilgax," He held the monster in his right hand, knowing he had enough power to squeeze the life out of him or crush him like a bug, "Never come back." He brought back his arm and threw the alien at his own ship as it was charging another blast. Vilgax flew into the giant laser and it blew up in his face, smashing the ship to pieces but Ben threw him so hard, he didn't stop with the explosion and flew straight out into space again.

"Ben!" Gwen got out from hiding and ran over to the alien on his knees, panting loudly. "Are you alright?" she asked seemingly ridiculous as he was the giant monster and she was a little girl.

"Yeah I'm fine, Way Big is pretty strong, he can handle giant incinerator cannons, huge robots, and the most evil thing in the universe." Gwen laughed and saw him blink red before turning back into a small child just like her. He started taking deep breaths and not breathing out and Gwen saw him wheezing. "Way Big," Ben breathed in but he couldn't breath out well, "is much," he breathed in again, "stronger than Ben." He fell on his stomach and couldn't control his breathing.

"Someone help!" Gwen shouted as Ben lay on the ground. People started walking out of their buildings now that the threat was seemingly gone and Ben looked up to see them. He turned to Gwen and couldn't speak but he shook his head rapidly and she understood. "Let's get out of here then," she put him in a bubble with her and they lifted off the ground. Other people backed up that hadn't seen what went on but the majority of the people walking out of their buildings started clapping. Ben fell unconscious and Gwen shot away in the little bubble she made that was draining all her remaining power.

They made it about halfway home before Gwen couldn't handle it anymore and dropped down to the ground. They landed on a field somewhere between Bellwood and Chicago and Ben laid still next to her as she was panting and holding her knees with her hands. "Ben, hey Ben," she shook him with one hand but he wasn't moving. More worried she started shaking him and tapping his cheek with her hand, "Ben, come on Ben wake up, please Ben."

She pleaded but he didn't move a muscle, "I can't lose you Ben. Not now, please," she begged but he didn't move. Finally she heard a whimper, quiet as a mouse, but it came from Ben. "Ben, you're alright! Listen to me, come on, you're fine."

His eyes opened shakily and his first sight were two beautiful green eyes looking back at him. "I think my knee is shattered," he wanted to say so many things that were on his mind but the most pressing was the pain that sent him into shock. As Way Big he barely felt it, but as a ten-year old boy, having that much pain pressed upon you at one second, it was too much for him to handle. Not only was his knee shattered, but he had broken ribs, and his head was hurting like crazy.

"I'll fix you right up," she got off her knees and pressed her hands to meet Ben's head but he grabbed them before they made it.

"No," she felt her legs wobble and fell back to her knees, "You did enough tonight. You saved the world, I can wait until tomorrow."

"I didn't do anything," Gwen admitted shamefully. "I hid while you fought them all, by yourself."

"Yeah I know," he said and she looked at him with a hurt look. "You didn't save the world because you blew up some robots, you saved the world the same way I put out the fire," he shut up and Gwen remembered what she told Max. All the times he saved her during the fire allowed her to put it out.

"But I didn't..." she looked into his eyes and no longer saw what she had been seeing for weeks. What shrouded his eyes ever since he returned from his excursion around the world. The fear was gone, the bloodlust and hatred were nowhere to be found in his eyes.

"You did," he reassured and tried to sit up to make better eye contact, but lying on his back was all he could do without causing himself immeasurable amounts of pain. Gwen was too tired to speak anymore and laid on her back next to Ben as the sun started to rise in the distance.

After an amount of time neither of them cared to think about, Ben sat up and looked at Gwen sleeping peacefully on the grass. The sun was now in the sky, though still low, and if they were going to make it home before anyone woke up, they would have to book it. "Gwen, Gwen get up," she mumbled something and opened her eyes confused about where she was. "It's time for us to get home," Ben looked sad and Gwen knew why, "we need to be there when they get the phone call."

She didn't know how she would be able to carry him with them when she was leaving the city. It crossed her mind as she was lifting into the air with Ben, but he was so, so delicate, that moving him could... She didn't want to think about him coming apart on her so she left him there for the citizens to determine who he was. He was still wearing his Plumbers' suit only it had a huge hole in the front and back.

Gwen stood up and reached down to Ben's knee. "No don't, save your strength."

"Shut it," she retorted and pressed her hands to the kneecap. Ben screamed in pain, _you were going to walk on that?_ His care for her still surprised her when it came to things like that, his knee was in excruciating pain but her being tired was enough for him not to just restrain himself from asking for help, but deny it when offered. Muttering the simple heal, she felt the bones reattatching underneath the skin and Ben yelled louder, his voice cracking. For a second, Ben's vision got blurry and he knew he was going to pass out, but he couldn't do that, not now.

Gwen reached for his stomach but Ben jumped up onto his feet with a smile and said, "Let's go," she knew he was still in pain but as long as he was able to run, he wasn't going to let her use up any more energy on him.

The boy transformed and carried Gwen back home on his back as Wildmutt. Anyone who looked outside early in the morning saw a cat riding on a dog's back. Apparently, they were some of the only few to be woken up from the tremors in the city. All the others who did wake up, just went back to sleep ignoring the sounds. If it was something bad, they thought, what were they going to do about it? Ben reached his lawn and went inside his burnt house where he waited for the watch to time out and then transformed back into a little boy.

They walked up to the front of her house and Gwen climbed up the gutter to her window which she unlocked earlier in case they needed a way back in. Ben didn't know if he would be able to do the same but he didn't have to as he was lifted off the ground and levitated up to the opening and pulled inside.

"How often do I tell you how cool it is that you can do that?" Ben asked as he was placed down on the floor of Gwen's room.

"Let me think, never," they laughed.

"Well it is," Ben commented and lay on the floor staring up at the ceiling. They both laid back on their beds, even though Ben's wasn't inflated, and stayed quiet for a long time. It got brighter and brighter in the room but it wasn't like the kids were trying to sleep. Their eyes were glued open because when they shut them, all they saw was their grandpa. Gwen saw him lying on the floor dying, and Ben saw him with a fist through him.

"Ben, is he really gone?" Gwen asked while staring up.

She felt the bed shake as Ben crawled in next to her and hugged her, "Everything will be fine. If Grandpa could see us now he'd be so proud." She felt tears coming to her eyes again but she didn't want to cry, not now. "Um, Gwen," she looked at him, "I think you should get changed."

After Gwen was back in normal clothes, while Ben looked away, she got back into her bed and laid next to him over the blankets. They comforted each other until footsteps were heard approaching and Ben quickly laid on top of the deflated mattress. "Kids, get up," Lili pushed open the door and looked down, "Ben what happened?"

"Oh," he looked down and made an obviously not surprised face, "it must have popped during the night. Sorry."

His aunt glared at him for a second too long and then snapped, "Breakfast in five."

The kids walked downstairs and into the dining room where everyone was sitting. The phone rang and Frank picked it up, "What? Really? That's terrible," he walked out of the dining room and into the living room where he turned on the tv. The others all followed him in and the ten-year olds gulped as they saw the television. **ALIEN INVASION FOILED BY CHILDREN** was the headline on the television as pictures of Chicago flashed by. The city was no longer burning, people were out on the street picking stuff up and helping out. _Hopefully nobody got a clear shot._

"Sorry I'm going to have to call you back, hello? What can I do for you officer?" Everyone turned to Frank who held the phone to his ear for a couple extra seconds and then his face dropped. He let go of the phone and it fell on the floor, shattering on impact.

"What, what happened?" Lili asked.

Frank turned straight to his older brother, "It's dad. He was, he was in Chicago," the room was silent, "he died in the invasion." Sandra gasped and fell to the floor. Lili asked again what had happened and when she got no reply she knew she'd heard correctly, her sobs were muffled and hidden. "They said it's pretty frantic down there but we can go down, he's at the hospital there." Carl still had yet to move from his position as Frank spoke.

"Then let's go," the older brother said and walked into the kitchen to grab his keys. Frank nodded and spoke calmly and quietly to his wife before getting the keys as well. Both Ben and Gwen were so exhausted they thought they might pass out standing next to the door, waiting for their families to get ready. They took two cars, for the first time since they went up to Gwen's room the night before, the two of them were separated.

As Gwen followed her parents over to her car, she stopped and turned around to come face to face with Ben. "Don't worry, I'll be right there the whole time," Gwen's parents turned around to see what was taking her so long and Gwen reached in and hugged Ben warmly. They didn't remember the last time they did that to their daughter.

When they arrived at the hospital, they were brought down to the morgue and the boys went to identify the body. They walked back out a minute later looking just as they did when they walked in and Carl said, "Alright, we'll take the body." Frank nodded but the mortician was quite shocked.

"Uhh, the proper procedure is to have the,"

"Screw the proper procedure," Carl snapped. The rest of the Tennysons looked at the two boys oddly, "He had some specifications on what to do with him when he died, and when to do them. Frank, let's go," they walked back into the room and Frank turned back out, "Get outside, we'll be there soon."

The women and Ben stared after them not knowing what was going on but if Grandpa really did want this, they weren't going to argue. They had wrapped Max in a white cloth and the two boys carried him over their shoulders out of the building. He was put in Ben's car and during the trip to somewhere they weren't told the location, Ben asked, "What did Grandpa Max want to happen to his body?" Sandra winced and Carl sighed.

"Ben, this isn't a matter for children," he quietly said.

"I'm not a kid anymore, tell me," he said it with such conviction that Carl started to explain.

"We were young, Frank and I. Our mother had just died and we were scared, we didn't know what to do so we turned to Max. He looked at us and looked so... aside from the other night I never saw him like this. Your Grandpa came to us and the first thing he said after we lost our mother was, 'When I die, you are to do just as I just did to your mother. Burn my body as soon as you hear about my death. I made her a tombstone in the backyard and scattered her ashes over it,' then he paused and as he walked out the door, not to be seen for three months after, he whispered, 'don't even bother with mine.'" Carl stopped and couldn't believe he just said that. He'd never told anyone about that and never brought it up with Frank after that night.

"We're not going to listen to him though," Ben stated.

Carl pulled off the main road onto a dirt path, "No, no we're not."

The cars pulled up at a cabin in the woods that Gwen and Ben recognized quite well. The entire afternoon, Frank, Carl, Ben, and Gwen chopped wood for the pyre. At sunset, the fire was built and Max was laid on top of it. It was doused in gasoline and lit on fire by Carl who wouldn't let anyone else argue to do it. During the fire everyone was silent, finally Lili started speaking, "Max was my father-in-law, but he was also my dad. My father died when I was little, but Max led me down the aisle, he danced with me at the wedding, he did everything my father never had a chance to do. I loved him, and he was a great man."

Sandra didn't wait a second after Lili was finished to start talking, "We were in a bad place. It was our problem and nobody else's but Max didn't care about that. All he cared about was that we were his family and we were in trouble, he saved my husband, and my son." Ben looked over at her but she was staring straight into the burning rubble.

"I did terrible things, lots of terrible things. I did them to gain my father's respect even though I knew that he disapproved of them. But I also know that he would have forgiven me for everything I ever did because that's the sort of man he was. Family came first to him, even when it seemed like it was work. He was once gone for three weeks and I broke my leg fighting my brother," Carl grinned a little at the recollection, "he called our dad on a number we were to use only for emergencies and he told him to come quick, I was hurt. In under thirty minutes, Dad kicked in the front door with a gun in his hand and saw me lying there with my leg bent the wrong way." Frank laughed at his own story, "I remember being so afraid, afraid that he thought it was something much worse and would be so mad at us. Instead he picked me up, and we went straight to the hospital where he stayed with me until I recovered."

Frank became silent and they all stared at the fire for a little longer as it got bigger and they could no longer make out the outline of the man inside the flames. Finally they heard Carl clear his throat and started listening, "My dad, he was the greatest man I've ever known. I hated him, for a long time I hated him. Even when I looked for his approval, even when I laughed with him, I hated him for everything he put me and Frank through our entire lives. Then, one day when I was sixteen, dad was leaving on short notice and I wanted to see what could possibly keep him from his children all the time. I snuck aboard his prized possession, that Rust Bucket, and went with him to work." Gwen and Ben glanced at each other with their mouths open for a second and then looked back at the fire.

Carl continued, "I barely believed it then, and even now, with everything that's going on, it still seems unbelievable. The rv jolted to a stop and I made sure I didn't come out from hiding until I was sure he wasn't in the vehicle anymore. When I got out, I walked over to the window and was about to step out of the car when I saw it; my father had a huge gun in his hands and was blasting these giant white tentacle monsters." Gwen looked around and saw her mom glare over at Carl for making a joke but Frank elbowed her in the side. "I was so shocked I forgot where I was and what I was doing there. One of the monsters, which I learned later on were aliens, was near the door and looked through with its one massive eye and saw me. It ripped open the door and I ran to the back, slapping the tentacles away as it grabbed for me. I screamed." Carl paused and looked deeper into the pyre's fire. "Dad heard me shout and he saved me. We never talked about it again, he drove me home without a word and dropped me off, never saying a thing. Back then I told Frank about it but he told me I was seeing things, I'm now one hundred percent sure I wasn't. Max had a responsibility, I didn't blame him after that and I learned how to survive on my own because he had other stuff he had to deal with. I loved him, and he loved all of us."

Carl ended his speech and smiled, he was so happy to get that off his chest. For thirty minutes, the family stayed gathered around the fire and it continued to burn as Sandra patted her husband on the back and started to walk away with him. Lili and Frank started to do the same but the four of them froze as they heard another voice, "Grandpa," Gwen started. "He," the others walked back over and stared into the fire again, it was the only place to look at a time like this, "he was exactly the man we all thought of him. He was caring but responsible, gentle but tough, he loved every one of us more than I can say." She looked to the side at Ben who nodded to her, "This summer, I learned so much about my Grandpa that I wish everybody knew about him. I learned how he fought aliens and worked with Nasa, but it wasn't just what I learned about him, it was what I learned from him." The rest of the family besides Ben were shocked that Gwen knew what she was saying but no one interrupted to tell her to stop saying nonsense. She was afraid of that but after Carl spoke, she no longer feared that possibility. "When I was sad, I could cry in his arms and he didn't do anything but he didn't need to. All he needed to do was be there, when we had a rough day fighting aliens, when a boy said something mean to me," Ben winced, "and I knew that he did it because he cared so much about me. Last night," she paused and took a deep breath, "Grandpa died trying to save people from aliens. He did so not because it was his job, he did it because Max Tennyson cared about everybody, tried to save everybody. His death was not in vain, because in a way he saved all of us." Gwen looked into the flames and tears finally streamed down her face, "Thank you Grandpa, I'm going to miss you."

Both sets of parents stayed silent as Gwen finished, none of them knew what to say. Frank was mad that his father could involve Gwen in his crazy job but now he realized that she was right, his death brought them all together, it saved them. On one side of the fire, Carl and Sandra stood hand in hand, on the other were Frank and Lili also holding hands. Ben and Gwen were standing there for over an hour now and Gwen moved her hand over and latched onto Ben's. Neither of them looked down but all the parents saw the motion, "I'm sorry Grandpa," Ben whispered over the crackling of sparks from the fire. Louder he continued, "I'm sorry." Tears came to his eyes and he didn't try to hide them, not like he always did, "If I was stronger, if I could have stopped it," Ben swallowed back some tears because it was becoming difficult to speak. "This summer Grandpa taught me many things too. Not the fishing, and the surviving in the wild, though he did teach me those, it was the life lessons that he taught me. And I failed to carry out those lessons in my life," Sandra opened her mouth to tell her son anything to make him feel better but Carl squeezed her hand and kept her silent.

"A week ago I found out my parents weren't eating because they couldn't put enough food on the table for all of us," every person there turned from the fire to Ben with mouths wide open, "so I ran away. I left because I was a burden, a nuisance, I wasn't wanted." Sandra had tears in her eyes and the others were barely keeping their composure. "I left and ran, I ran so far," he let the tears in his eyes start to run down his cheeks, "I failed him. He taught me to think of others first and that's what I thought I was doing, I thought I was helping my parents by being gone. But that wasn't the real reason I left, it was because I was selfish. And then I did something terrible, a lot of somethings." The tears continued to go down Ben's face and he sniffed back some so he could continue without breaking down, "I killed people. With my watch I could turn into different aliens and using it I was helping people, I helped them all summer. And Grandpa always told me I never had to kill anyone, that everyone could be saved. That fire monster that flew out of my room wasn't trying to kill me, that was me escaping from the fire." Ben took a breath and got back on track although he was crying and finding it difficult to keep on talking. "I failed Grandpa, yet he still came for me. I was in the middle of nowhere in a desert, and he found me and took me home. When I told him what I'd done, I thought he'd be ashamed or disappointed, but he just took me home and forgave me. I didn't think I was able to be forgiven, I thought that when I died, and I didn't expect it to take long for that to happen, I would be going to hell where I'd be punished for everything I've done."

"Ben, this is," Frank squeezed his wife's hand to get her to shut up.

The brown-haired boy continued, "Last night I was going to redeem myself, I was going to right my wrongs and save everyone. I was given the opportunity, because the world was at risk and someone had to stop it. _We_ went to the city by ourselves but Grandpa was there, he was there because that's where he needed to be. In the end the world was saved, but I didn't save everyone. Had I been stronger..." he cut himself short, "If there was more time..." the tears returned but there was no holding them back now, "I'm so sorry Grandpa, I'm sorry I let you die." The fire was wavering during Ben's speech as no one added any extra fuel to it. As he finished, the last of the flames flickered and went out.

Ben turned around with Gwen's hand still in his and walked off towards the cabin. "Wait," he stopped and waited, waited for someone to shout at him for disrespecting the best man in the world with his lies. He turned around and his parents dropped down to their knees and hugged him. Gwen's parents stood in front of her as she watched Ben's family hug and then they knelt down as well. Her face was of complete and utter shock as her parents hugged her and apologized into her ear.

"I love you," Sandra said to her son and the others all did the same to their own kid.

They returned home and all went into Frank's house to go to sleep. Ben and Gwen were so exhausted they didn't even care about being caught and just made sure not to be touching each other when they laid down on the same bed and passed out.

The next morning Gwen woke up and worked out, she made herself some breakfast and got ready for school. Ben got up much later than her and walked downstairs as well. They looked at each other and smiled as they passed each other in the kitchen. It was tough losing Max, but last night was exactly what they needed to get them through it. Frank walked downstairs as the kids were getting ready to go, "All set?" he asked walking into the kitchen and grabbing the coffee Gwen made for him. The two kids nodded, Ben had on a new backpack that Carl went out and got him earlier on. His father left it on the couch with his name on it and a bunch of notebooks inside.

As Ben shut the door behind them, Frank turned on the tv and instantly spit out his coffee all over the place. "Well that cat's out of the bag."

The bus pulled up to their stop and the bus driver who usually just nods and lets kids on, smiled and said, "How are you this morning?" They looked at the woman confused and said 'good' before sitting in their seat. Every kid on the bus was edged to the side of their seat so there was space next to the aisle for someone to sit next to them.

When the kids got to school, they got off the bus and started walking for the front door. All around them kids were looking at them and smiling and finally one random kid they didn't know walked up to them and said, "Thank you so much."

Another kid passed by them and grabbed Ben's shoulder, "Dude, you rock." Finally one kid started clapping and everyone in the area started clapping with them.

"Uh, Ben, what's going on?" Gwen asked.

"I have no idea," he responded.

They were out all day Sunday, but all anyone else was doing was watching the news. Hundreds of amateur video takes from apartments and offices all down main street videotaped the entire invasion. From the attacking robots, to the evil alien, to the girl in the black costume that was distinguished as Lucky Girl from reports earlier in the summer. They got on tape, Ben transforming from XLR8 to Ben, from Ben to Fourarms and back, and the same with Way Big. People had taped Max's demise and he was recognized as a national hero for taking on the alien threat, and for giving Ben enough time to transform again.

The cameras were able to zoom in and they had perfect images of Ben's face. It was only a couple of hours after showing it that they had confirmation from many viewers of who it was they were showing. Then they unmasked the 'secret' identity of Lucky Girl as everybody who knew it was Ben had a pretty good idea of who the girl was considering her orange hair.

Ben and Gwen figured this out later that morning and had to go through a lot of awkwardness leading up to finding out. Everyone knew everything, and it wasn't what they expected. They thought people would call them weird and not accept them if their secret ever came out. They'd be different and being different wasn't usually okay in school. Not one person told them this though, they were only thanked. At lunch all of Gwen's friends talked the entire lunch period about how cool she was and it wasn't that she didn't like the attention but people weren't talking to her like that because they knew her, only because she'd done something great.

Ben had it much worse since he had not a single friend yet now everyone seemed to find him to be the best person ever. After school ended Gwen and him walked down the street talking about their weird days but there was one thing they had in common, "Ben, I missed you today," he looked at her and she knew he felt the same way. "When we're together I feel, complete. I feel like that's what I want forever but we can't have that."

"I know what you mean, people might smile at me now but it still doesn't change that you are my _only _friend. But you're more than just a friend to me," they stopped on the sidewalk and walked into the park. Ben felt his stomach feel so much better after Gwen healed it earlier and remembered her own cracked ribs, "Can you forgive them?"

"Ben," Gwen looked away and swallowed, "I could never forgive them. They," he put his hand under her chin and turned her head to him, "they burned your house down." He didn't look away, or even blink, he just continued to stare into her eyes, "they almost killed you and that is something unforgivable. I love them, but forgive them? No. What about you?" Her parents burning his house down wasn't unsurprising and it had crossed his mind but the confirmation made it so much worse.

"I meant what I said Gwen, they can't support me. My mom has 'problems' and when she lets those problems take control of her she's scarier than my dad ever was. I know they love me, and I love them back, but I don't think I can even live with them anymore." Ben looked up at the sky, "Dad had a drink last night, he said it was only one but then it will be just two then three. I don't want to have to go through this again."

"Then let's leave," Ben looked into her green eyes and she was serious. A smile spread across her face and he looked down. "Ben," now she was the one to lift his chin so they could see into each others' eyes, "You asked me to come with you when you left and I said no and it was the biggest mistake of my life. By far. This is our chance, to leave and become more than what we are, where no one will say things because they know that I'm your cousin, even though we're not blood related. I want to leave with you so we can help people, but also so we can help ourselves and each other. What do you say?" She pulled her hand away and he continued looking into her face.

They sat on that park bench looking into each others' eyes for quite some time. Gwen couldn't take it anymore and said, "Ben can you please tell me what you're thinking about because it's driving me..." Ben leaned in fast and grabbed the back of Gwen's head at the same time pushing her towards him. Their lips met and they embraced each other for who they were, what they are now, who they want to be.

The kiss seemed like it would go on forever but finally it broke off and Ben was smiling and had bright red cheeks and Gwen looked the same. "Of course I'll go with you. I'd go with you to the end of the universe and back just like you did for me."

"And if I lost you I'd try just as hard as you did to get me back." Gwen responded and they stood up, leaving their backpacks on the floor next to the bench.

"I love you Gwen," Ben grabbed her arms and she smiled as he asked, "Do you really want to run away together?"

"Absolutely, because I love you too." She lowered her gaze to the watch on his wrist and he grinned, doing just what she wanted him to do. Ben twisted the knob and slammed down, "You've got to be kidding me, Stinkfly?"

"Hahaha, I know you love it?" he lifted her up and flew away and he was right. She loved it.

**A/n **Thank you for reading my story, I hope you enjoyed it and I would love to hear feedback to help with future stories.


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